Common use of Jurisdiction; Enforcement Clause in Contracts

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "New York Court") for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDED, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.1, constitute good, proper and sufficient service thereof. -----------

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.121.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of Subject to Section 11.5, the Parties hereto Ceding Company and the Reinsurer each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDED, provided that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.111.1, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties hereto party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the federal court of the United States of America sitting in Delaware, or if (and only if) such court finds it lacks jurisdiction, any state court, which in either case is other court located in the City State of Delaware, and County of New York (eachany appellate court from any thereof, a "New York Court") for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Courtcourts, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Courtcourts, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDED, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto party also agrees that any final and unappealable non-appealable judgment against a Party hereto party in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.19.2, constitute good, proper and sufficient service thereof. -----------Notwithstanding this Section 9.7(a), the determination of the Closing Purchase Price shall be made -51- as set forth in Section 2.5; provided, that any dispute over the obligations of the parties under Section 2.5 shall be subject to this Section 9.7.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court") ”), for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.2, constitute good, proper and sufficient service thereof. -----------Notwithstanding this Section 10.7(a), the determination of the Final Adjustment Amount shall be made as set forth in Section 2.5; provided that any dispute over the obligations of the parties under Section 2.5 shall be subject to this Section 10.7.

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDED, provided that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.112 of this Agreement, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York in New York County, Commercial Part, or any court of the United States or any state court, which in either case is located in the City and County State of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.2 of this Agreement, constitute good, proper and sufficient service thereof. -----------Notwithstanding this Section 10.7(a), the determination of the Final Payment shall be made as set forth in Section 2.5.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City City, State and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.19.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit suit, or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit suit, or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit suit, or other proceeding is brought in an inconvenient forum or that the venue of such action, suit suit, or other proceeding is improper; PROVIDED, provided that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit suit, or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.19.2, constitute good, proper proper, and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City City, State and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court") ”), for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.111.1, constitute good, proper and sufficient service thereof. -----------(b) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties hereto 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 in accordance with this Agreement, this being in addition (subject to the terms of this Agreement) to any other remedy to which such party is entitled at law or in equity. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no party hereto

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County State of New York Delaware (each, a "New York “Delaware Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto parties irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Delaware Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Delaware Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Delaware Court to another New York Delaware Court. Each of the Parties hereto also agrees that any Any final and unappealable judgment against a Party hereto party in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court Court of the United States or any state courtthe Delaware Court of Chancery, which in either case is located in the City and County State of New York Delaware (each, a "New York “Delaware Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Delaware Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Delaware Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Delaware Court to another New York Delaware Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court Court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.4, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state courtStates, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit suit, or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit suit, or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit suit, or other proceeding is brought in an inconvenient forum or that the venue of such action, suit suit, or other proceeding is improper; PROVIDED, provided that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit suit, or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.19.2, constitute good, proper proper, and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDED, provided that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.1‎10.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.110.2, constitute good, proper and sufficient service thereof. -----------Notwithstanding the foregoing or anything to the contrary in this Agreement, the determination of the Final Adjustment Amount or any other amount to be calculated or derived from the Final Balance Sheet, or any dispute relating to the Final Balance Sheet, the Reference Balance Sheet or any amounts required to be calculated therefrom, shall be governed by the terms of Section 2.5.

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "New York Court") for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.1, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "New York Court") for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.121.2, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties hereto Ceding Company and the Reinsurer hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto Ceding Company and the Reinsurer irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, however, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto Ceding Company and the Reinsurer also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.111.1, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.1, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) 11.6.1 Each of the Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court"”) for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDED, provided that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.111.1 of this Agreement, constitute good, proper and sufficient service thereof. -----------.

Jurisdiction; Enforcement. (a) Each of the Parties parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City and County of New York (each, a "“New York Court") ”), for purposes of enforcing this Agreement or -------------- determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the Parties parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; PROVIDEDprovided, that nothing set forth in this sentence shall prohibit any of the Parties parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties parties hereto also agrees that any final and unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such Party party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 4.1, constitute good, proper and sufficient service thereof. -----------in