Common use of Jurisdiction; Enforcement; Waiver of Jury Trial Clause in Contracts

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating to or arising out of this Agreement or the transactions contemplated hereby, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives and agrees that it will not attempt to deny or defeat such jurisdiction of the Chosen Courts by motion or other request for leave from such courts; and (c) irrevocably agrees that it will not bring any such Legal Proceeding in any court other than the Chosen Courts. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 7.8 hereof shall be effective service of process for any such Legal Proceeding. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B).

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the interpretation rights and enforcement obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in a federal court located in the Borough of Manhattan, City of New York, State of New York, or, if not able to be brought in such court, in a state court located in the Borough of Manhattan, City of New York, State of New York (as applicable, the “New York Courts”). Each of the provisions of this Agreement parties hereto hereby irrevocably submits with regard to any such action or any matter relating to or arising out of this Agreement or the transactions contemplated herebyproceeding, each of the parties: (a) irrevocably generally and unconditionally consents and submits unconditionally, to the exclusive personal jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably Courts and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives and agrees that it will not attempt to deny or defeat such jurisdiction of the Chosen Courts by motion or other request for leave from such courts; and (c) irrevocably agrees that it will not bring any such Legal Proceeding action relating to this Agreement or any of the transactions contemplated by this Agreement, including the Merger, in any court other than the Chosen New York Courts (other than to enforce a judgment of the New York Courts). Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the New York Courts for any reason other than the failure to serve in accordance with this Section 9.5, (ii) any claim that it is exempt or immune from jurisdiction of any New York Court or from any legal process commenced in such New York Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such New York Court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such New York Courts. Service The parties to this Agreement agree that mailing of process or other papers in connection with any process, summons, notice such action or document to any party’s address and proceeding in the manner set forth provided in Section 7.8 hereof shall 9.6, or in such other manner as may be effective permitted by applicable Law, will be valid and sufficient service of process for any such Legal Proceedingthereof. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY WAIVES, TO INVOLVE COMPLICATED AND DIFFICULT ISSUESTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTOTHERWISE. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , AND (II) ACKNOWLEDGES THAT IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B9.5(B).

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In The parties hereto agree that irreparable damage would occur in the event that any Legal Proceeding among or between or brought by any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of actual damages, in the Court of Chancery of the State of Delaware in and for New Castle County (the “Chancery Court”) or, if the Chancery Court lacks subject matter jurisdiction, in any federal court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with any such remedies. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chancery Court or, if the Chancery Court lacks subject matter relating to or arising jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated herebyby this Agreement, each of the parties: (aii) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives and agrees that it will not attempt to deny or defeat such personal jurisdiction of the Chosen Courts by motion or other request for leave from any such courts; court and (ciii) irrevocably agrees that it will not bring any such Legal Proceeding action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Chosen CourtsChancery Court or, if the Chancery Court lacks subject matter jurisdiction, a federal court sitting in the State of Delaware. Service Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any processkind or description, summonswhether in law or in equity, notice whether in contract or document in tort or otherwise, against the Financing Sources in any way relating to the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including but not limited to any party’s address and dispute arising out of or relating in any way to the Debt Commitment Letter (as defined in the manner set forth Merger Agreement) or the performance thereof, in Section 7.8 hereof shall be effective service any forum other than the Supreme Court of process the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for any such Legal Proceedingthe Southern District of New York (and, in either case, appellate courts thereof). (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF PARENT AND DIFFICULT ISSUES, AND THEREFORE IT THE STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT, PROCEEDING DIRECTLY OR INDIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B)DEBT FINANCING.

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In Each of the parties hereto irrevocably agrees that any Legal Proceeding among legal action or between proceeding with respect to this Agreement or brought by any of the transactions contemplated by this Agreement or in connection with this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably submit, for itself and in respect to its properties, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating and of the documents referred to or arising out in this Agreement, and in respect of the transactions contemplated by this Agreement or in connection with this Agreement. The parties hereby consent to and grant any such court jurisdiction over the transactions contemplated herebyperson of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.8 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. Each of the parties hereby irrevocably waives, and agrees not to attempt to assert or to assert, by way of motion or other request for leave from any such a Delaware state or federal court, as a defense, counterclaim or otherwise, in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.7, (iii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by applicable law that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the suit, action or proceeding is not maintainable in such court, (C) the venue of such suit, action or proceeding is improper or inappropriate, and (D) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties to this Agreement irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware state or federal court. The parties agree 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 applicable Law. Notwithstanding the foregoing, each of the parties: (a) irrevocably and unconditionally consents and submits parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether 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 or in connection with this Agreement, including but not limited to any dispute arising out of or relating in any way to the exclusive jurisdiction and venue Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the New York State Supreme Court located in of New York, County of New York (unless the federal courts have York, or, if under applicable law exclusive jurisdiction over is vested in the matterFederal courts, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) District of New York (the “Chosen Courts”and appellate courts thereof); (b) hereby waives and agrees that it will not attempt to deny or defeat such jurisdiction of the Chosen Courts by motion or other request for leave from such courts; and (c) irrevocably agrees that it will not bring any such Legal Proceeding in any court other than the Chosen Courts. Service of any process, summons, notice or document to any party’s address and in the manner set forth in Section 7.8 hereof shall be effective service of process for any such Legal Proceeding. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE VOTING AGREEMENT, THE GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING THE DEBT FINANCING. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (IViv) IT HAS EACH PARTY AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B10.7. (c) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative; provided, however, that, notwithstanding anything in this Agreement to the contrary, the right of Company to obtain an injunction, specific performance or other equitable relief shall be available, prior to the valid termination of this Agreement in accordance with Article IX, (x) to cause Parent and Merger Sub to cause the Equity Financing to be funded if, and only if, each of the following conditions has been satisfied: (i) with respect to any funding of the Equity Financing to occur at the Closing, all conditions in Section 8.1 and Section 8.3 (other than those conditions that by their nature cannot be satisfied until the Closing, provided that such conditions are at such time capable of being satisfied) have been satisfied, and remain satisfied, at the time when the Closing would have occurred but for the failure of the Equity Financing to be funded, (ii) the financing provided for by the Debt Commitment Letter has been funded in accordance with its terms or will be funded in accordance with its terms at the Closing, if the Equity Financing is funded in accordance with its terms at the Closing, (iii) all conditions to funding set forth in the Equity Commitment Letter have been satisfied (other than those conditions that by their nature cannot be satisfied until the Closing), and (iv) with respect to any funding of the Equity Financing to occur at the Closing, the Company has irrevocably confirmed to Parent in writing that if specific performance is granted and the Equity Financing and the Debt Financing are funded, then the Closing pursuant to Section 2.3 will occur, and (y) against Parent to require Parent to use reasonable best efforts to enforce the terms of the Debt Commitment Letter if, and only if, each of the following conditions has been satisfied: (i) all conditions in Section 8.1 and Section 8.3 (other than those conditions that by their nature cannot be satisfied until the Closing, provided that such conditions are at such time capable of being satisfied) have been satisfied, and remain satisfied, at the time when the Closing would have occurred and Parent and Merger Sub do not consummate the Closing by the day the Closing is required to occur pursuant to Section 2.3, (ii) all conditions to the consummation of the Debt Financing contemplated by the Debt Commitment Letter (other than the receipt of the Equity Financing and those conditions that by their nature cannot be satisfied until the Closing Date, but each of which shall be capable of being satisfied on the Closing Date) have been satisfied and remain satisfied, and (iii) the Company has irrevocably confirmed to Parent and the sources of the Debt Financing contemplated by the Debt Commitment Letter in writing that if specific performance is granted and the Equity Financing and the Debt Financing are funded, then the Closing pursuant to Section 2.3 will occur. For the avoidance of doubt, while the Company may pursue both a grant of specific performance of the type provided in the preceding sentence and the payment of the Parent Termination Fee under Section 9.5(e), under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance of the type contemplated by the preceding sentence and monetary damages, including the Parent Termination Fee (it being understood that limitations on monetary damages to the Parent Termination Fee shall apply in all circumstances). Any requirements for the securing or posting of any bond with specific performance are waived. (d) The parties agree not to assert that a remedy of specific enforcement is unenforceable, violative of public policy, invalid, contrary to Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy (except that Parent or Merger Sub may assert that the conditions to the availability of specific performance set forth in Section 10.7(c)(x) or 10.7(c)(y) above have not been satisfied).

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any The parties hereby irrevocably submit to the exclusive personal jurisdiction of the parties in respect courts of the interpretation State of New York located in the county of New York and enforcement the federal courts of the provisions United States of this Agreement America for the Southern District of New York in any action, suit or any matter relating to or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, each of and hereby waive, and agree not to assert, as a defense in any such action, suit or proceeding, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the parties: (a) venue thereof may not be appropriate or convenient, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and unconditionally consents and submits to the exclusive jurisdiction and venue of the determined exclusively in such a New York State Supreme Court located in New York, New York (unless the state or federal courts have exclusive court. The parties hereby consent to and grant any such court jurisdiction over the matterperson of such parties and, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction extent permitted by Law, over the subject matter of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives such dispute and agrees agree that it will not attempt to deny or defeat such jurisdiction mailing of the Chosen Courts by motion process or other request for leave from such courts; and (c) irrevocably agrees that it will not bring papers in connection with any such Legal Proceeding in any court other than the Chosen Courts. Service of any process, summons, notice action or document to any party’s address and proceeding in the manner set forth provided in Section 7.8 hereof 11.7 or in such other manner as may be permitted by Law shall be effective valid and sufficient service of process for any such Legal Proceedingthereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT HEREUNDER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (IViv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B)Section 11.6. (c) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions hereof were not performed in accordance with their specific terms or were otherwise breached and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches hereof and to enforce specifically the terms and provisions hereof exclusively in New York state or federal court and any appellate court therefrom, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In Except as set forth in Section 2.07(b), Section 2.07(f), and Section 2.10 with respect to any Legal Proceeding among or between or brought dispute to be resolved by the Accountant, any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating to or Action arising out of or relating in any way to this Agreement or and the transactions contemplated hereby, each of whether in contract, tort, common law, statutory law, equity, or otherwise, including any question regarding its existence, validity, or scope (any “Transaction Dispute”) will exclusively be brought and resolved in the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States U.S. District Court for the Southern DistrictDistrict of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the “Chosen Courts”); appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each Party irrevocably and unconditionally: (bi) hereby waives submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that it will not attempt to deny or defeat such jurisdiction all claims in respect of the Chosen Courts by motion or other request for leave from any Transaction Dispute shall be heard and determined in such courts; and ; (cii) irrevocably agrees that venue would be proper in such courts, and waives any objection that it will not bring may now or hereafter have that any such Legal Proceeding in any court other than is an improper or inconvenient forum for the Chosen Courts. Service resolution of any processTransaction Dispute; and (iii) agrees that the mailing by certified or registered mail, summonsreturn receipt requested, notice or document to any party’s address and in the manner set forth Persons listed in Section 7.8 hereof shall 9.07 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a Party from making service of process for by any such Legal Proceedingmeans authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT HEREUNDER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B).,

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In The parties agree that irreparable damage would occur in the event that any Legal Proceeding among or between or brought by any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of actual damages, in the Court of Chancery of the State of Delaware in and for New Castle County (the “Chancery Court”) or, if the Chancery Court lacks subject matter jurisdiction, in any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Chancery Court or, if the Chancery Court lacks subject matter relating to or arising jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated herebyby this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives and agrees that it will not attempt to deny or defeat such personal jurisdiction of the Chosen Courts by motion or other request for leave from any such courts; court and (c) irrevocably agrees that it will not bring any such Legal Proceeding action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Chosen Courts. Service of any processChancery Court or, summonsif the Chancery Court lacks subject matter jurisdiction, notice or document to any party’s address and a federal court sitting in the manner set forth in Section 7.8 hereof shall be effective service State of process for any such Legal ProceedingDelaware. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF THE COMPANY AND DIFFICULT ISSUES, AND THEREFORE IT PARENT HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT, PROCEEDING DIRECTLY OR INDIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THE ACTIONS OF PARENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, COMPANY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO PREVENT OR DELAY ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF SUCH WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B)HEREOF.

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any Each of the parties in respect of the interpretation and enforcement of the provisions of this Agreement hereto irrevocably agrees that any legal action or any matter relating to or proceeding arising out of or relating to this Agreement Agreement, including, without limitation, its negotiation, terms, performance, or the transactions contemplated herebyhereby (except for enforcement of any judgment against said parties), each shall be brought and determined exclusively in the state or federal courts located within the Commonwealth of Pennsylvania. The parties hereby irrevocably consent to personal jurisdiction in said courts and agree that, in the event of the parties: filing of a legal action or proceeding, they shall not raise as defense that any such court (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”)lacks personal jurisdiction; or (b) hereby waives and agrees is an inconvenient forum. The parties further agree, to the extent permitted by Law, that it will not attempt to deny or defeat such jurisdiction service of the Chosen Courts by motion process or other request for leave from such courts; and (c) irrevocably agrees that it will not bring legal papers commencing any such Legal Proceeding in any court other than the Chosen Courts. Service of any process, summons, notice or document to any party’s address and action may be effected in the manner set forth provided in Section 7.8 hereof 10.8, and the parties hereby irrevocably agree that if service is so made, the parties shall be effective not assert as a defense that service of process for any such Legal Proceedingwas ineffective. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HERETO HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, OR RELATING TO TO, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDTHAT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SUCH OTHER PARTY WOULD NOT SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (IViv) IT HAS EACH PARTY AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B)10.7. (c) The parties agree that, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and the parties would not have any adequate remedy at law. The parties further hereby waive any defense, in the event that any action for injunction, specific performance or other equitable relief, that a remedy at law would be adequate. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. To the extent permitted by Law, any requirements for the securing or posting of any bond with such remedy are waived.

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In Except as set forth in Section 2.07(b), Section 2.07(f), and Section 2.10 with respect to any Legal Proceeding among or between or brought dispute to be resolved by the Accountant, any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating to or Action arising out of or relating in any way to this Agreement or and the transactions contemplated hereby, each of whether in contract, tort, common law, statutory law, equity, or otherwise, including any question regarding its existence, validity, or scope (any “Transaction Dispute”) will exclusively be brought and resolved in the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States U.S. District Court for the Southern DistrictDistrict of New York (where federal jurisdiction exists) or the Commercial Division of the Courts of the State of New York sitting in the County of New York (where federal jurisdiction does not exist), and the “Chosen Courts”); appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each Party irrevocably and unconditionally: (bi) hereby waives submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in respect thereof, and agrees that it will not attempt to deny or defeat such jurisdiction all claims in respect of the Chosen Courts by motion or other request for leave from any Transaction Dispute shall be heard and determined in such courts; and ; (cii) irrevocably agrees that venue would be proper in such courts, and waives any objection that it will not bring may now or hereafter have that any such Legal Proceeding in any court other than is an improper or inconvenient forum for the Chosen Courts. Service resolution of any processTransaction Dispute; and (iii) agrees that the mailing by certified or registered mail, summonsreturn receipt requested, notice or document to any party’s address and in the manner set forth Persons listed in Section 7.8 hereof shall 9.07 of any process required by any such court, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a Party from making service of process for by any such Legal Proceedingmeans authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any Transaction Dispute. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT HEREUNDER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (IViv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(BSection 9.06(c). (d) The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions hereof were not performed in accordance with their specific terms or were otherwise breached and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches hereof and to enforce specifically the terms and provisions hereof exclusively in New York state or federal court and any appellate court therefrom, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably submit, for itself and in respect to its properties, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating and of the documents referred to or arising out in this Agreement, and in respect of this Agreement or the transactions contemplated hereby, each of the parties: (a) irrevocably . The parties hereby consent to and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive grant any such court jurisdiction over the matterperson of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in which case each connection with any such action or proceeding in the manner provided in Section 10.8 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. Each of the parties hereby irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives waives, and agrees that it will not to attempt to deny assert or defeat such jurisdiction assert, by way of the Chosen Courts by motion or other request for leave from any such courts; and a Delaware state or federal court, as a defense, counterclaim or otherwise, in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, (ci) irrevocably agrees the defense of sovereign immunity, (ii) any claim that it will is not bring personally subject to the jurisdiction of the above-named courts for any such Legal Proceeding in any court reason other than the Chosen Courts. Service failure to serve process in accordance with this Section 10.7, (iii) that it or its property is exempt or immune from jurisdiction of any processsuch court or from any legal process commenced in such courts (whether through service of notice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document otherwise), and (iv) to the fullest extent permitted by applicable law that (A) the suit, action or proceeding in any party’s address such court is brought in an inconvenient forum, (B) the suit, action or proceeding is not maintainable in such court, (C) the venue of such suit, action or proceeding is improper or inappropriate and (D) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the manner set forth in Section 7.8 hereof parties to this Agreement irrevocably agree that all claims with respect to such action or proceeding shall be effective service of process for heard and determined in such a Delaware state or federal court. The parties agree that a final judgment in any such Legal Proceedingaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE VOTING AND STANDSTILL AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (IViv) IT HAS EACH PARTY AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B10.7. (c) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Any requirements for the securing or posting of any bond with such remedy are waived. The parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason.

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any The parties hereby irrevocably submit to the exclusive personal jurisdiction of the parties in respect courts of the interpretation State of New York located in the county of New York and enforcement the federal courts of the provisions United States of this Agreement America for the Southern District of New York in any action, suit or any matter relating to or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, each of and hereby waive, and agree not to assert, as a defense in any such action, suit or proceeding, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the parties: (a) venue thereof may not be appropriate or convenient, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and unconditionally consents and submits to the exclusive jurisdiction and venue of the determined exclusively in such a New York State Supreme Court located in New York, New York (unless the state or federal courts have exclusive court. The parties hereby consent to and grant any such court jurisdiction over the matterperson of such parties and, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction extent permitted by Law, over the subject matter of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives such dispute and agrees agree that it will not attempt to deny or defeat such jurisdiction mailing of the Chosen Courts by motion process or other request for leave from such courts; and (c) irrevocably agrees that it will not bring papers in connection with any such Legal Proceeding in any court other than the Chosen Courts. Service of any process, summons, notice action or document to any party’s address and proceeding in the manner set forth provided in Section 7.8 hereof 11.7 or in such other manner as may be permitted by Law shall be effective valid and sufficient service of process for any such Legal Proceedingthereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT HEREUNDER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B).,

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In The parties hereto agree that irreparable damage would occur in the event that any Legal Proceeding among or between or brought by any of the parties in respect of the interpretation and enforcement of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without proof of actual damages, in the Court of Chancery of the State of Delaware in and for New Castle County (the “Chancery Court”) or, if the Chancery Court lacks subject matter jurisdiction, in any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Chancery Court or, if the Chancery Court lacks subject matter relating to or arising jurisdiction, any federal court located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated herebyby this Agreement, each of the parties: (aii) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives and agrees that it will not attempt to deny or defeat such personal jurisdiction of the Chosen Courts by motion or other request for leave from any such courts; court and (ciii) irrevocably agrees that it will not bring any such Legal Proceeding action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Chosen Courts. Service of any processChancery Court or, summonsif the Chancery Court lacks subject matter jurisdiction, notice or document to any party’s address and a federal court sitting in the manner set forth in Section 7.8 hereof shall be effective service State of process for any such Legal ProceedingDelaware. (b) EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED OF PARENT AND DIFFICULT ISSUES, AND THEREFORE IT THE STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT, PROCEEDING DIRECTLY OR INDIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B).

Jurisdiction; Enforcement; Waiver of Jury Trial. (a) In any Legal Proceeding among or between or brought by any The parties hereby irrevocably submit to the exclusive personal jurisdiction of the parties in respect courts of the interpretation State of New York located in the county of New York and enforcement the federal courts of the provisions United States of this Agreement America for the Southern District of New York in any action, suit or any matter relating to or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, each of and hereby waive, and agree not to assert, as a defense in any such action, suit or proceeding, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the parties: (a) venue thereof may not be appropriate or convenient, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and unconditionally consents and submits to the exclusive jurisdiction and venue of the determined exclusively in such a New York State Supreme Court located in New York, New York (unless the state or federal courts have exclusive court. The parties hereby consent to and grant any such court jurisdiction over the matterperson of such parties and, in which case each of the parties irrevocably and unconditionally consents and submits to the jurisdiction extent permitted by Law, over the subject matter of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives such dispute and agrees agree that it will not attempt to deny or defeat such jurisdiction mailing of the Chosen Courts by motion process or other request for leave from such courts; and (c) irrevocably agrees that it will not bring papers in connection with any such Legal Proceeding in any court other than the Chosen Courts. Service of any process, summons, notice action or document to any party’s address and proceeding in the manner set forth provided in Section 7.8 hereof 10.8 or in such other manner as may be permitted by Law shall be effective valid and sufficient service of process for any such Legal Proceedingthereof. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH THAT MAY ARISE UNDER THIS AGREEMENT HEREUNDER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; , AND (IViv) IT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B)10.7. (c) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions hereof were not performed in accordance with their specific terms or were otherwise breached and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches hereof and to enforce specifically the terms and provisions hereof exclusively in New York state or federal court and any appellate court therefrom, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

Jurisdiction; Enforcement; Waiver of Jury Trial. EXECUTION COPY (a) In any Legal Proceeding among or between or brought by any Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement, its negotiation, terms or performance, or the transactions contemplated hereby, or for recognition and enforcement of any judgment entered in any such action or proceeding shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereby irrevocably submit, for itself and in respect to its properties, generally and unconditionally, to the exclusive personal jurisdiction and venue of the aforesaid courts in respect of the interpretation and enforcement of the provisions of this Agreement or any matter relating and of the documents referred to or arising out in this Agreement, and in respect of this Agreement or the transactions contemplated hereby, each of the parties: (a) irrevocably . The parties hereby consent to and unconditionally consents and submits to the exclusive jurisdiction and venue of the New York State Supreme Court located in New York, New York (unless the federal courts have exclusive grant any such court jurisdiction over the matterperson of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.8 or in such other manner as may be permitted by any method permitted by Delaware Law or any other jurisdiction in which case a party is organized or has assets or operations shall be, and shall conclusively be deemed to be, valid and effective service upon each party thus served. Each of the parties hereby irrevocably and unconditionally consents and submits to the jurisdiction of the United States District Court for the Southern District) (the “Chosen Courts”); (b) hereby waives waives, and agrees that it will not to attempt to deny assert or defeat such jurisdiction assert, by way of the Chosen Courts by motion or other request for leave from any such courts; and Delaware state or federal court, as a defense, counterclaim or otherwise, in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, (ci) irrevocably agrees the defense of sovereign immunity, (ii) any claim that it will is not bring personally subject to the jurisdiction of the above-named courts for any such Legal Proceeding in any court reason other than the Chosen Courts. Service failure to serve process in accordance with this Section 10.7, (iii) that it or its property is exempt or immune from jurisdiction of any processsuch court or from any legal process commenced in such courts (whether through service of notice, summonsattachment prior to judgment, notice attachment in aid of execution of judgment, execution of judgment or document otherwise) and (iv) to the fullest extent permitted by applicable law that (A) the suit, action or proceeding in any party’s address such court is brought in an inconvenient forum, (B) the suit, action or proceeding is not maintainable in such court, (C) the venue of such suit, action or proceeding is improper or inappropriate and (D) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the manner set forth in Section 7.8 hereof parties to this Agreement irrevocably agree that all claims with respect to such action or proceeding shall be effective service of process for heard and determined in such Delaware state or federal court. The parties agree that a final judgment in any such Legal Proceedingaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. (b) Notwithstanding anything to the contrary expressed or implied in this Agreement, each party acknowledges and agrees that: (i) an action or proceeding to enforce or collect upon any order or judgment issued by any of the courts specified in Section 10.7(a) in any action or proceeding contemplated by Section 10.7(a) may be brought in any jurisdiction where such party, or any direct or indirect subsidiary of such party, is located or has assets; and (ii) each party irrevocably waives any objection to registration, exequatur, execution, enforcement or collection of any order or judgment within subclause (i) in any such enforcement or collection action or proceeding. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES HERETO CERTIFIES AND CERTIFIES THAT: ACKNOWLEDGES THAT (Ii) NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDWOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH ENFORCE THE FOREGOING WAIVER; , (IIii) IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH THIS WAIVER; , (IIIiii) IT EACH PARTY MAKES SUCH THIS WAIVER VOLUNTARILY; VOLUNTARILY AND (IViv) IT HAS EACH PARTY AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(B10.7. (d) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Any requirements for the securing or posting of any bond with such remedy are waived. The parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason.