Common use of Jurisdiction; Service of Process; Waiver of Jury Trial Clause in Contracts

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller of the Parties unconditionally and Buyer hereby consents irrevocably agrees to submit to the exclusive jurisdiction of any the state and federal or state court sitting courts located in the Borough of Manhattan in the City of New York, New York for any suit, action or Proceeding seeking to enforce any provision of, or based on any matter arising out of or in any proceeding or dispute relating in any way to connection with, this Nasdaq Stockholders’ Agreement or the transactions contemplated herebyhereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such proceeding shall be suit, action or Proceeding which is brought by it solely in any such courtcourt has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Nasdaq Stockholders’ Agreement may not be enforced in or by such courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses Party agrees that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at fullest extent permitted by law to consent to the address set forth enforcement of any such judgment and not to oppose such enforcement or to seek review on the merits of any such judgment in this Agreement and that service so made shall be deemed completed upon the earlier of any such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidjurisdiction. (b) Each of the Parties hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 7.1 and such service of process shall be deemed effective service of process on such Party. However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (c) To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this Nasdaq Stockholders’ Agreement) may be entitled, in any jurisdiction, to claim for itself or its revenues, assets or properties, sovereign immunity from service of process, from suit, from the jurisdiction of any court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity. (d) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATED TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the parties irrevocably submits to the exclusive jurisdiction of any federal or state the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the Borough of Manhattan New Castle County in the City State of New York in Delaware, for the purpose of any action, claim or legal proceeding directly or dispute indirectly based upon, relating in any way to arising out of this Agreement or the transactions contemplated herebynegotiation, execution or performance hereof, and each of the parties hereby irrevocably agrees that any all claims in respect to such action, claim or legal proceeding shall be brought by it solely in, and may be heard and determined, exclusively in any such courtstate or federal courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsparties irrevocably and unconditionally waives any objection to the laying of venue in, complaint and other process issued in any such defense of inconvenient forum to the maintenance of, any action or proceeding and so brought. Each of the parties agrees that service of such summons, complaint a final judgment in any action or proceeding shall be conclusive and other process may be made enforced in other jurisdictions by registered suit on the judgment or certified mail addressed to the in any other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidmanner provided by law. (b) Each of the parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 9. Nothing in this Section 12 shall affect the right of any party to serve legal process in any other manner permitted by law. (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 EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONLITIGATION DIRECTLY OR INDIRECTLY BASED UPON, PROCEEDING OR COUNTERCLAIM RELATING TO ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF TRANSACTION CONTEMPLATED HEREBY OR THE AGREEMENTSNEGOTIATION, INSTRUMENTS EXECUTION OR DOCUMENTS CONTEMPLATED HEREBYPERFORMANCE HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents consent to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees agree that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives waive all claims, objections and defenses that it each may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives waive personal service of the summons, complaint and other process issued in any such action or proceeding and agrees agree that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party Party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such partyParty’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the Parties in the courts of the State of California, County of Orange or the Commonwealth of Pennsylvania, County of Allegheny, or in the United States District Court for the Central District of California or Western District of Pennsylvania and Buyer hereby each of the Parties consents to the non-exclusive jurisdiction of any federal or state court sitting in such courts (and the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued appropriate appellate courts) in any such action or proceeding and agrees that service of such summons, complaint and other process waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaidworld. (b) EACH PARTY HERETO THE PARTIES HEREBY WAIVES ALL WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTSCONTEMPLATED TRANSACTIONS, INSTRUMENTS WHETHER NOW EXISTING OR DOCUMENTS CONTEMPLATED HEREBYHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. NO PARTY HERETOTHE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, NOR VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, TRANSACTIONS SHALL INSTEAD BE TRIED IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH COURT OF COMPETENT JURISDICTION BY A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJUDGE SITTING WITHOUT A JURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the Parties irrevocably submits to the exclusive jurisdiction of any the Court of Chancery of the State of Delaware, or if under applicable Law, jurisdiction over a matter is exclusively vested in federal or state court courts, to the jurisdiction of the United States District Court sitting in the Borough of Manhattan New Castle County in the City State of New York in Delaware for the purpose of any proceeding litigation directly or dispute indirectly based upon, relating in any way to arising out of this Agreement or any transaction contemplated hereby or the transactions contemplated herebynegotiation, execution or performance hereof or thereof, and each of the Parties hereby irrevocably agrees that any all claims in respect to such action or proceeding shall be brought by it solely in, and may be heard and determined, exclusively in any such courtstate or federal courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsParties irrevocably and unconditionally waives any objection to the laying of venue in, complaint and other process issued in any such defense of inconvenient forum to the maintenance of, any action or proceeding and so brought. Each of the Parties agrees that service of such summons, complaint a final judgment (subject to any appeals) in any action or proceeding shall be conclusive and other process may be made enforced in other jurisdictions by registered suit on the judgment or certified mail addressed to the in any other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidmanner provided by Law. (b) Each of the Parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 10.3. Nothing in this Section 10.11 shall affect the right of any party to serve legal process in any other manner permitted by Law. (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 EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONLITIGATION DIRECTLY OR INDIRECTLY BASED UPON, PROCEEDING OR COUNTERCLAIM RELATING TO ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF TRANSACTION CONTEMPLATED HEREBY OR THE AGREEMENTSNEGOTIATION, INSTRUMENTS EXECUTION OR DOCUMENTS CONTEMPLATED HEREBYPERFORMANCE HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller of the parties hereto hereby irrevocably and Buyer hereby unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Ohio and of the United States of America located in Franklin County, Ohio, for any federal actions, suits or state court sitting in the Borough proceedings (including all defenses to such actions and all counterclaims or cross claims therein) arising out of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or Amended Consent to Assignment and the transactions contemplated herebyTransactions, and further agrees that service of any such process, summons, notice or document by U.S. certified or registered mail to its respective address set forth in Section 19 will be effective service of process for any action, suit or proceeding shall be brought by against it solely in any such court. Each Seller of the parties hereto hereby irrevocably and Buyer unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Amended Consent to Assignment or the Transactions in the courts of the State of Ohio or the United States of America located in Franklin County, Ohio, and hereby further irrevocably and unconditionally waives all claimsand agrees not to plead or claim in any such court that any such action, objections and defenses that it may have regarding suit or proceeding brought in any such court’s personal or subject matter jurisdiction, venue or court has been brought in an inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsTO THE FULLEST EXTENT PERMITTED BY LAW, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY THE PARTIES HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK WAIVE A JURY TRIAL IN ANY LAWSUITLITIGATION WITH RESPECT TO THIS AMENDED CONSENT TO ASSIGNMENT. The rights and remedies of the parties to this Amended Consent to Assignment (including Wendy’s rights and remedies under the DavCo Letter of Credit, PROCEEDINGthe Leasehold Mortgages, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OFthe Franchise Contracts and hereunder) are cumulative and not alternative and none is exclusive of any other, THIS AGREEMENT OR ANY OF THE AGREEMENTSor of any rights or remedies that any party may otherwise have. Wendy’s shall have the right to seek specific performance of the provisions of this Amended Consent to Assignment and injunctive relief against threatened conduct that will cause it loss or irreparable harm for which monetary damages are inadequate, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBYunder customary equity rules, including applicable rules for obtaining restraining orders and preliminary injunctions. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDThe DavCo Parties agree that Wendy’s may obtain such injunctive relief in addition to such further or other relief as may be available at law or in equity and that Wendy’s will not be required to post a bond to obtain any injunctive relief.

Jurisdiction; Service of Process; Waiver of Jury Trial. SUBJECT TO THE ARBITRATION REQUIREMENTS OF SECTION 11.12 AND EXCEPT AS SET FORTH IN SECTION 2.3, ALL ACTIONS PERMITTED UNDER THIS AGREEMENT OR UNDER ANY OTHER TRANSACTION DOCUMENT (aINCLUDING BUT NOT LIMITED TO ANY ACTION TO COMPEL ARBITRATION IN AID OF ARBITRATION OR FOR PROVISIONAL RELIEF IN AID OF ARBITRATION) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated herebySHALL BE BROUGHT EXCLUSIVELY IN ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO CONSENTS AND AGREES TO THE JURISDICTION OF THE AFORESAID COURTS FOR SUCH PURPOSE, and agrees that any such proceeding shall be brought by it solely in any such courtAND WAIVES ANY OBJECTION AS TO THE VENUE OF SUCH COURTS FOR PURPOSES OF SUCH ACTION OR ANY CLAIM OF INCONVENIENT FORUM. Each Seller and Buyer irrevocably waives all claimsEACH OF THE PARTIES HERETO FURTHER CONSENTS AND AGREES THAT ANY ACTION TO ENFORCE A FINAL ARBITRAL AWARD OR JUDGMENT THEREON MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, objections and defenses that it may have regarding such court’s personal or subject matter jurisdictionPOSTAGE PREPAID, venue or inconvenient forumTO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO HEREBY TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDPERMITTED HEREUNDER.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer a. The Parties hereby consents consent to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer The Parties irrevocably waives waive all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer The Parties hereby waives waive personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) b. EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller of the Parties unconditionally and Buyer hereby consents irrevocably agrees to submit to the exclusive jurisdiction of any the state and federal or state court sitting courts located in the Borough of Manhattan in the City of New York, New York for any suit, action or Proceeding seeking to enforce any provision of, or based on any matter arising out of or in any proceeding or dispute relating in any way to connection with, this Stockholders’ Agreement or the transactions contemplated herebyhereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such proceeding shall be suit, action or Proceeding which is brought by it solely in any such courtcourt has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Stockholders’ Agreement may not be enforced in or by such courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses Party agrees that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at fullest extent permitted by law to consent to the address set forth enforcement of any such judgment and not to oppose such enforcement or to seek review on the merits of any such judgment in this Agreement and that service so made shall be deemed completed upon the earlier of any such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidjurisdiction. (b) Each of the Parties hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 7.1 and such service of process shall be deemed effective service of process on such Party. However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (c) To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this Stockholders’ Agreement) may be entitled, in any jurisdiction, to claim for itself or its revenues, assets or properties, sovereign immunity from service of process, from suit, from the jurisdiction of any court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity. (d) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATED TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller of the Parties unconditionally and Buyer hereby consents irrevocably agrees to submit to the exclusive jurisdiction of any the state and federal or state court sitting courts located in the Borough of Manhattan in the City of New York, New York for any suit, action or Proceeding seeking to enforce any provision of, or based on any matter arising out of or in any proceeding or dispute relating in any way to connection with, this Registration Rights Agreement or the transactions contemplated herebyhereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such proceeding shall be suit, action or Proceeding which is brought by it solely in any such courtcourt has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Registration Rights Agreement may not be enforced by in or by such courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses Party agrees that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at fullest extent permitted by law to consent to the address set forth enforcement of any such judgment and not to oppose such enforcement or to seek review on the merits of any such judgment in this Agreement and that service so made shall be deemed completed upon the earlier of any such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidjurisdiction. (b) Each of the Parties hereby irrevocably consent to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 7.4 and such service of process shall be deemed effective service of process on such Party. However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (c) To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this Registration Rights Agreement) may be entitled, in any jurisdiction, to claim for itself or its revenues, assets or properties, sovereign immunity from service of process, from suit, from the jurisdiction of any court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity. (d) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATED TO THIS REGISTRATION RIGHTS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents to the exclusive jurisdiction Any action, suit or proceeding arising out of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement, the Transition Services Agreement or any of the transactions contemplated hereby, and agrees that any such proceeding hereby or thereby (a “Proceeding”) shall be brought by it solely exclusively in any the Court of Common Pleas of Franklin County, Ohio or of Xxxxxxxx County, Ohio (and all Parties consent to the assignment to the Commercial Docket of either such court. Each Seller and Buyer irrevocably waives all claims) or, objections and defenses that if it may have regarding such court’s personal has or subject matter can acquire jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY HERETO District Court for the Southern District of Ohio, and each of the parties irrevocably submits to the jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of Proceeding shall be heard and determined only in any such court and agrees not to bring any Proceeding in any other court. The parties agree that any or all of them may file a copy of this Section 10.13 with any court as written evidence of the knowing, voluntary and bargained agreement among the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding may be served on any party anywhere in the world. THE PARTIES HEREBY WAIVES ALL WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTIONPROCEEDING, PROCEEDING WHETHER NOW EXISTING OR COUNTERCLAIM ARISING OUT OF HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR THEM MAY FILE A COPY OF THIS SECTION 10.13 WITH ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY COURT AS WRITTEN EVIDENCE OF THE AGREEMENTSKNOWING, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO CONSOLIDATE WAIVE TRIAL BY JURY AND THAT ANY SUCH ACTION, PROCEEDING WHATSOEVER BETWEEN THEM SHALL INSTEAD BE TRIED IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH COURT OF COMPETENT JURISDICTION BY A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJUDGE SITTING WITHOUT A JURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller The Parties agree that the appropriate, exclusive and Buyer convenient forum (“Forum”) for any disputes between any of the Parties hereto arising out of or related to this Agreement or the transactions contemplated hereby consents to is the exclusive jurisdiction Court of any federal or state court sitting in the Borough of Manhattan Chancery in the City of Wilmington, New York Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any proceeding disputes arising out of or dispute relating in any way related to this Agreement or the transactions contemplated hereby, and agrees . The Parties further agree that the Parties will not bring suit with respect to any such proceeding shall be brought by it solely disputes arising out of or related to this Agreement or the transactions contemplated hereby in any such courtcourt or jurisdiction other than the Forum. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service The preceding sentence will not limit the rights of the summons, complaint and other process issued Parties to obtain execution of a judgment in any such action or proceeding other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and agrees that service of such summons, complaint non- appealable judgment against a Party in any Legal Proceeding contemplated in this Section 10.5 will be conclusive and other process may be made by registered enforced in any other jurisdiction within or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in outside the United States mails proper postage prepaidby suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONTo the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTSattachment prior to judgment, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBYattachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the Forum. NO PARTY HERETOEach of the Parties hereby consents to process being served by any Party in any suit, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDaction or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.8.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of any federal or state the Court of Chancery of the State of Delaware or, if such court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or lacks subject matter jurisdiction, venue the United States District Court sitting in New Castle County in the State of Delaware, for the purpose of any Action directly or inconvenient forumindirectly based upon, relating to or arising out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereof and (ii) agrees that all claims in respect to such Action shall be brought in, and may be heard and determined, exclusively in such state or federal courts. Each Seller of the parties hereto irrevocably and Buyer hereby unconditionally waives personal any objection to the laying of venue and any defense of inconvenient forum to the maintenance of, any Action so brought. Each of the parties hereto agrees that a final judgment in any Action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the service of the summons, summons and complaint and any other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed Action relating to the other party at the address set forth transactions contemplated by this Agreement, on behalf of itself or its property, by U.S. registered mail in accordance with Section 5.1. Nothing in this Agreement and that service so made Section 5.7 shall be deemed completed upon affect the earlier right of such party’s actual receipt thereof or three (3) days after deposit any party hereto to serve legal process in the United States mails proper postage prepaidany other manner permitted by Law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONACTION DIRECTLY OR INDIRECTLY BASED UPON, PROCEEDING RELATING TO OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTION CONTEMPLATED HEREBY, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the parties irrevocably submits to the exclusive jurisdiction of any federal or state the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the Borough of Manhattan New Castle County in the City State of New York in Delaware, for the purpose of any action, claim or legal proceeding directly or dispute indirectly based upon, relating in any way to arising out of this Agreement or the transactions contemplated herebynegotiation, execution or performance hereof, and each of the parties hereby irrevocably agrees that any all claims in respect to such action, claim or legal proceeding shall be brought by it solely in, and may be heard and determined, exclusively in any such courtstate or federal courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsparties irrevocably and unconditionally waives any objection to the laying of venue in, complaint and other process issued in any such defense of inconvenient forum to the maintenance of, any action or proceeding and so brought. Each of the parties agrees that service of such summons, complaint a final judgment in any action or proceeding shall be conclusive and other process may be made enforced in other jurisdictions by registered suit on the judgment or certified mail addressed to the in any other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidmanner provided by law. (b) Each of the parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 15. Nothing in this Section 18 shall affect the right of any party to serve legal process in any other manner permitted by law. (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 EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONLITIGATION DIRECTLY OR INDIRECTLY BASED UPON, PROCEEDING OR COUNTERCLAIM RELATING TO ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF TRANSACTION CONTEMPLATED HEREBY OR THE AGREEMENTSNEGOTIATION, INSTRUMENTS EXECUTION OR DOCUMENTS CONTEMPLATED HEREBYPERFORMANCE HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated herebyEACH PARTY (I) CONSENTS TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK, and agrees that any such proceeding shall be brought by it solely in any such courtNEW YORK (AND ANY CORRESPONDING APPELLATE COURT) IN ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT OR THE SELLER NONCOMPETE AGREEMENT, (II) WAIVES ANY VENUE OR INCONVENIENT FORUM DEFENSE TO ANY PROCEEDING MAINTAINED IN SUCH COURTS, (III) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AGREES NOT TO INITIATE ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT OR THE SELLER NONCOMPETE AGREEMENT IN ANY OTHER COURT OR FORUM. Each Seller and Buyer irrevocably waives all claimsPROCESS IN ANY SUCH PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, objections and defenses that it may have regarding such court’s personal or subject matter jurisdictionAND (IV) IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsPROCEEDING, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE SELLER NONCOMPETE AGREEMENT. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN AGREES THAT IT WILL NOT BRING OR SUPPORT ANY ACTION, PROCEEDING CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR COUNTERCLAIM THIRD-PARTY CLAIM OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY LENDER AND ITS AFFILIATES AND REPRESENTATIVES IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, INCLUDING BUT NOT LIMITED TO ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY CONCERNED WITH THIS AGREEMENT TO THE FINANCING COMMITMENT OR THE PERFORMANCE THEREOF, IN ANY FORUM OTHER THAN THE SUPREME COURT OF 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 THE SOUTHERN DISTRICT OF NEW YORK (AND APPELLATE COURTS THEREOF), AND MAKES THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL WAIVERS AND CONSENTS SET FORTH IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, SECTION 11.6(A) MUTATIS MUTANDIS BUT WITH RESPECT TO THE COURTS SPECIFIED IN THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDSECTION 11.6(B).

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any proceeding arising out of or relating to this Agreement or any transaction in connection herewith may be brought in the courts of the County of St. Clair, Michigan, or, if it has or can acquire jurisdiction, in the United States District Court located within the County of St. Clair, Michigan, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding or dispute relating shall be heard and determined only in any way such court and agrees not to bring any proceeding arising out of or relating to this Agreement or the transactions any transaction contemplated hereby, and agrees that any such proceeding shall be brought by it solely herewith in any such other court. Each Seller The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and Buyer bargained agreement between the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service referred to in the first sentence of such summons, complaint and other process this Section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaid. (b) world. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LEGAL ACTION ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. CERTIFIES AND ACKNOWLEDGES THAT (A) NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR REPRESENTATIVE OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A JURY TRIAL IN ANY LAWSUITLEGAL ACTION, PROCEEDING(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 20.5.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer The Parties agree that the Forum for any other disputes between any of the parties hereto arising out of or related to this Agreement or the transactions contemplated hereby consents to is the exclusive jurisdiction Court of any federal or state court sitting in the Borough of Manhattan Chancery in the City of Wilmington, New York Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any proceeding disputes arising out of or dispute relating in any way related to this Agreement or the transactions contemplated hereby, and agrees . The Parties further agree that the Parties will not bring suit with respect to any such proceeding shall be brought by it solely disputes arising out of or related to this Agreement or the transactions contemplated hereby in any such courtcourt or jurisdiction other than the Forum. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service The preceding sentence will not limit the rights of the summons, complaint and other process issued Parties to obtain execution of a judgment in any such action or other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 8 will be conclusive and agrees that service of such summons, complaint and other process may be made by registered enforced in any other jurisdiction within or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in outside the United States mails proper postage prepaidby suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment. (b) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the Forum. Each of the Parties hereby consents to process being served by any Party in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.01 of the Asset Purchase Agreement. (c) EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING BETWEEN OR COUNTERCLAIM AMONG ANY OF THE PARTIES ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF AND THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer The parties hereby consents submit to the exclusive jurisdiction of any the federal and state courts in Minneapolis, Minnesota for all purposes of or state court sitting in the Borough of Manhattan in the City of New York connection with this Subscription Agreement. The parties hereby consent to process being served in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated herebysuit, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made the nature referred to above (A) by the mailing of a copy thereof by registered or certified mail addressed mail, postage prepaid, return receipt requested,, to its address shown below its signature hereto or (B)by serving a copy thereof upon any party s authorized agent for service of process (to the other extent permitted by applicable law, regardless whether the appointment of such agent for service of process for any reason shall prove to be ineffective or such agent for service of process shall accept or acknowledge such service); provided that, to the extent lawful and practicable, written notice of said service upon said agent shall be mailed by registered or certified mail, postage prepaid, return receipt requested, to either party at its address shown below its signature hereto. The parties agree that such service, to the address set forth in this Agreement and that service so made fullest extent permitted by law, (1) shall be deemed completed in every respect effective service of process upon the earlier of it in any such suit, action or, proceeding and (2) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein shall affect either party’s actual receipt thereof or three (3) days after deposit 's right to serve process in the United States mails proper postage prepaid. (b) EACH PARTY any other manner permitted by law. THE PARTES HERETO HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, ACTION OR PROCEEDING (I) TO ENFORCE OR COUNTERCLAIM ARISING OUT OF DEFEND ANY RIGHTS UNDER OR IN ANY WAY CONCERNED CONNECTION WITH THE THIS SUBSCRIPTION AGREEMENT OR ANY OF AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE AGREEMENTSFUTURE BE DELIVERED IN CONNECTION HEREWITH, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO(II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THE TRANSACTION DOCUMENTS, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE AND AGREES THAT ANY SUCH ACTION, IN WHICH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH JUDGE AND NOT BEFORE A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Proceeding (other than an arbitration) arising out of or relating to this Agreement or any Contemplated Transaction shall be brought in the courts of Hamilton County, Ohio or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Ohio, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any proceeding such Proceeding, waives any objection it may now or dispute relating in any way hereafter have to this Agreement venue or the transactions contemplated herebyto convenience of forum, and agrees that any all claims in respect of such proceeding Proceeding shall be brought by it solely heard and determined only in any such court. Each Seller The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary, and Buyer bargained agreement between the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service Proceeding referred to in the first sentence of such summons, complaint and other process this section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaidworld. (b) EACH PARTY HERETO THE PARTIES HEREBY WAIVES ALL WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTSCONTEMPLATED TRANSACTIONS, INSTRUMENTS WHETHER NOW EXISTING OR DOCUMENTS CONTEMPLATED HEREBYHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. NO PARTY HERETOTHE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, NOR VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, TRANSACTIONS SHALL INSTEAD BE TRIED IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH COURT OF COMPETENT JURISDICTION BY A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJUDGE SITTING WITHOUT A JURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Except to the extent expressly set forth in another Transaction Document, each Party hereby irrevocably and Buyer hereby unconditionally consents and submits to the exclusive jurisdiction of the courts of the State of Delaware (or, if such court declines to accept jurisdiction over a particular matter or matters, in any federal district court within the State of Delaware) (the “Chosen Courts”) for any litigation, controversy or state court sitting dispute arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the Transactions, waives any objection to the laying of venue of any such litigation in the Borough of Manhattan in the City of New York Chosen Courts and agrees not to plead or claim in any proceeding or dispute relating Chosen Court that such litigation brought therein has been brought in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal Party irrevocably consents to service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) manner provided for in Section 9.6. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT OR HE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(II) IT OR HE UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, COUNTERCLAIM (III) IT OR OTHER LITIGATION PROCEDURE BASED UPON HE MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT OR ARISING OUT OF, HE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 9.7.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, of any Delaware state or federal court within the State of Delaware) for the purpose of any Claim directly or state court sitting in indirectly based upon, arising out of or relating to this Agreement, any of the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to transactions contemplated by this Agreement or the transactions contemplated herebyactions of Guarantor, Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof and thereof. Each of the parties (i) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, of any Delaware state or federal court within the State of Delaware) with respect to any matter relating to or arising under this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any such proceeding shall be brought by it solely in any court other than the Delaware state or federal courts within the State of Delaware, as described above. Each of the parties irrevocably consents to the service of process out of any of the aforementioned courts in any such court. Each Seller and Buyer irrevocably waives all claimsaction, objections and defenses that it may have regarding suit or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to such court’s personal or subject matter jurisdictionparty at its address specified in the Merger Agreement, venue or inconvenient forum. Each Seller and Buyer hereby waives personal such service of the summons, complaint and other process issued in any such action or proceeding and agrees that service to be effective upon acknowledgment of receipt of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidmail. (b) EACH PARTY HERETO OF PARENT, MERGER SUB, THE COMPANY AND GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR IN RELATING TO THIS AGREEMENT, ANY WAY CONCERNED WITH OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY THE ACTIONS OF GUARANTOR, PARENT, MERGER SUB OR THE AGREEMENTSCOMPANY IN THE NEGOTIATION, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETOADMINISTRATION, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDPERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) a. Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) b. EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal Any legal action or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way with respect to this Agreement or any other Operative Document to which any party hereto is a signatory or against any such party or against the transactions contemplated herebyIndenture Estate or Trust Estate may be brought, at the option of any such party, in any of the courts in the State of New York or the Federal courts of the United States of America located in the County of New York, and agrees each party hereto hereby unconditionally accepts the nonexclusive jurisdiction of the aforesaid courts. Each party hereto irrevocably waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any of the aforesaid courts and any claim it may now or hereafter have that any such action or proceeding shall be has been brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or an inconvenient forum. Each Seller and Buyer hereby waives personal party hereto further irrevocably consents to the service of process out of any of the summons, complaint and other process issued aforesaid courts in any such action or proceeding and agrees that service by the mailing of such summons, complaint and other process may be made copies thereof by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit address for notices specified herein. Nothing herein shall affect the right to serve process in the United States mails proper postage prepaid. (b) any other manner permitted by law. EACH PARTY HERETO HEREBY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN ANY ACTIONSUIT, ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTSOPERATIVE DOCUMENT. The Lessee and the Guarantor hereby irrevocably appoints CT Corporation System, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETOas its agent for service of process in connection with any suit, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUITaction or other proceeding arising out of the Participation Agreement and the other Operative Documents (other than the Joint Operating Agreement or the Federal Leases, PROCEEDINGexcept to the extent any such suit, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OFaction or proceeding is directly or indirectly related to the rights of the Owner Participant, THIS AGREEMENT OR ANY OF THE AGREEMENTSthe Lessor, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTIONthe Loan Participants, IN WHICH A JURY TRIAL HAS BEEN WAIVEDthe Indenture Trustee and the Lessor Trustee) or the subject matter hereof or thereof, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDand the Lessee and the Guarantor hereby agree that each such Person will at all times maintain a duly authorized agent to receive service of process.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the parties irrevocably submits to the exclusive jurisdiction of any federal or state the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court sitting in the Borough of Manhattan New Castle County in the City State of New York in Delaware, for the purpose of any action, claim or legal proceeding directly or dispute indirectly based upon, relating in any way to arising out of this Agreement or the transactions contemplated herebynegotiation, execution or performance hereof, and each of the parties hereby irrevocably agrees that any all claims in respect to such action, claim or legal proceeding shall be brought by it solely in, and may be heard and determined, exclusively in any such courtstate or federal courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsparties irrevocably and unconditionally waives any objection to the laying of venue in, complaint and other process issued in any such defense of inconvenient forum to the maintenance of, any action or proceeding and so brought. Each of the parties agrees that service of such summons, complaint a final judgment in any action or proceeding shall be conclusive and other process may be made enforced in other jurisdictions by registered suit on the judgment or certified mail addressed to the in any other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidmanner provided by law. (b) Each of the parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 16. Nothing in this Section 19 shall affect the right of any party to serve legal process in any other manner permitted by law. (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 EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONLITIGATION DIRECTLY OR INDIRECTLY BASED UPON, PROCEEDING OR COUNTERCLAIM RELATING TO ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF TRANSACTION CONTEMPLATED HEREBY OR THE AGREEMENTSNEGOTIATION, INSTRUMENTS EXECUTION OR DOCUMENTS CONTEMPLATED HEREBYPERFORMANCE HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. THIS CREDIT AGREEMENT HAS BEEN DELIVERED AT CHICAGO, ILLINOIS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (aWITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such courtOF THE STATE OF ILLINOIS. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three EACH OF THE BORROWER AND LENDER (3I) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY HERETO HEREBY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING ACTION TO ENFORCE OR COUNTERCLAIM DEFEND ANY MATTER ARISING OUT OF FROM OR IN ANY WAY CONCERNED WITH RELATED TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS LOAN DOCUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR RESTRUCTURE DOCUMENTS; (II) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL STATE OR FEDERAL COURT LOCATED IN DUPAGE COUNTY, ILLINOIS OVER ANY LAWSUIT, PROCEEDING, COUNTERCLAIM ACTION OR OTHER LITIGATION PROCEDURE BASED UPON PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING OUT OF, FROM OR RELATED TO THIS AGREEMENT OR ANY OF THE AGREEMENTSLOAN DOCUMENTS; (III) IRREVOCABLY WAIVES, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE THE FULLEST EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION, ACTION OR PROCEEDING; (IV) AGREES THAT A FINAL JUDGMENT IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST BANK OR ANY OF BANK'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY, CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR RESTRUCTURE DOCUMENTS IN WHICH A JURY TRIAL CANNOT ANY COURT OTHER THAN ONE LOCATED IN DUPAGE COUNTY, ILLINOIS. BORROWER WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR RESTRUCTURE DOCUMENTS, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR HAS NOT BEEN WAIVEDCERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH IN SECTION 19. SHOULD BORROWER FAIL TO APPEAR OR ANSWER ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SERVED WITHIN THIRTY (30) DAYS AFTER THE DELIVERY THEREOF, IT SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED AGAINST IT AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR IMPAIR BANK'S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR BANK'S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer Party hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer Party irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer Party hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Subject to Section 3.12, each party hereto hereby irrevocably and Buyer hereby consents unconditionally: (i) submits to the exclusive jurisdiction of the Court of Chancery of the state of Delaware, or, solely if the Court of Chancery does not have jurisdiction, the United States District Court sitting in New Castle County, Delaware, or, solely if such federal court does not have jurisdiction, any federal or state court of competent civil jurisdiction sitting in New Castle County, Delaware (the Borough “Chosen Courts”), over any and all actions, suits, proceedings, claims, demands, disputes, cross claims, counterclaims or causes of Manhattan action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, the Transactions or any Related Document or the negotiation, execution or performance of this Agreement, the Transactions or any Related Document; (ii) agrees that all actions, suits, proceedings, claims, demands, disputes, cross claims, counterclaims or causes of action (whether in contract or tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, the Transactions or the Related Documents shall be heard and determined in the City Chosen Courts; (iii) agrees not to bring any such suit, action or other proceeding based upon, arising out of New York or relating to this Agreement, the Transactions or any Related Document or the negotiation, execution or performance of this Agreement, the Transactions or any Related Document in any proceeding or dispute relating in court other than the Chosen Courts; and (iv) waives, to the fullest extent permitted by Law, any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses objection that it may now or hereafter have regarding to the laying of venue of any such court’s personal suit, action or subject matter jurisdiction, proceeding brought in the Chosen Courts or any defense of improper venue or inconvenient forum. Each Seller and Buyer hereby waives personal service forum for the maintenance of the summons, complaint and other process issued in any such suit, action or proceeding so brought, and agrees waives any bond, surety, or other security that service might be required of such summons, complaint and other process may be made by registered or certified mail addressed to the any other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidwith respect thereto. (b) Each of the parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. (c) Each of the parties hereby consents to process being served by any party hereto in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 11.7. The consents to jurisdiction and service of process set forth in Section 11.4(a) and this Section 11.4(c) shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose, except as provided in Section 11.4(a) and this Section 11.4(c), and shall not be deemed to confer rights on any Person other than the parties hereto. (d) EACH PARTY HERETO HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, AND COVENANTS THAT IT WILL NOT ASSERT, ANY AND ALL RIGHT RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTIONSUIT, PROCEEDING ACTION OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM DIRECTLY OR OTHER LITIGATION PROCEDURE BASED UPON OR INDIRECTLY, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS AND/OR THE RELATED DOCUMENTS (WHETHER ARISING IN CONTRACT OR IN TORT OR OTHERWISE). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.4(d). THE PARTIES HERETO AGREE THAT ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH THEM MAY FILE A JURY TRIAL HAS BEEN WAIVED, COPY OF THIS PARAGRAPH WITH ANY OTHER ACTION COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HERETO IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN WHICH A JURY TRIAL CANNOT BE ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT, THE TRANSACTIONS AND/OR HAS NOT BEEN WAIVEDTHE RELATED DOCUMENTS.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller of the Parties unconditionally and Buyer hereby consents irrevocably agrees to submit to the exclusive jurisdiction of any the state and federal or state court sitting courts located in the Borough of Manhattan in the City of New York, New York for any suit, action or Proceeding seeking to enforce any provision of, or based on any matter arising out of or in any proceeding or dispute relating in any way to connection with, this DIFX Agreement or the transactions contemplated herebyhereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such proceeding shall be suit, action or Proceeding which is brought by it solely in any such courtcourt has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this DIFX Agreement may not be enforced by in or by such courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses Party agrees that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at fullest extent permitted by law to consent to the address set forth enforcement of any such judgment and not to oppose such enforcement or to seek review on the merits of any such judgment in this Agreement and that service so made shall be deemed completed upon the earlier of any such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidjurisdiction. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONEach of the Parties hereby irrevocably consent to the service of process outside the territorial jurisdiction of such courts in any suit, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTSProceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 9.01 and such service of process shall be deemed effective service of process on such Party. However, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETOthe foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (c) To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this DIFX Agreement) may be entitled, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUITin any jurisdiction, PROCEEDINGto claim for itself or its revenues, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OFassets or properties, THIS AGREEMENT OR ANY OF THE AGREEMENTSsovereign immunity from service of process, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTIONfrom suit, IN WHICH A JURY TRIAL HAS BEEN WAIVEDfrom the jurisdiction of any court or arbitral tribunal, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDfrom attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction may be brought in the courts of the State of Delaware, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any proceeding such Proceeding, waives any objection it may now or dispute relating hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any way such court and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely Contemplated Transaction in any such other court. Each Seller The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and Buyer bargained agreement between the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service Proceeding referred to in the first sentence of such summons, complaint and other process this section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaid. (b) world. EACH PARTY HERETO HEREBY WAIVES ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION, PROCEEDING DIRECTLY OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION HEREWITH OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY CLAIM, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF AND THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS OTHER AGREEMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 13.4.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents of the Parties irrevocably submits to the exclusive jurisdiction of any federal or state the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the Xxxxxx Xxxxxx Xxxxxxxx Xxxxx sitting in the Borough of Manhattan New Castle County in the City State of New York in Delaware, for the purpose of any legal proceeding directly or dispute indirectly based upon, relating in any way to arising out of this Agreement or any transaction contemplated hereby or the transactions contemplated herebynegotiation, execution or performance hereof or thereof, and each of the Parties hereby irrevocably agrees that any all claims in respect to such action or proceeding shall be brought by it solely in, and may be heard and determined, exclusively in any such courtstate or federal courts. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summonsParties irrevocably and unconditionally waives any objection to the laying of venue in, complaint and other process issued in any such defense of inconvenient forum to the maintenance of, any action or proceeding and so brought. Each of the Parties agrees that service of such summons, complaint a final judgment in any action or proceeding shall be conclusive and other process may be made enforced in other jurisdictions by registered suit on the judgment or certified mail addressed to the in any other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidmanner provided by Law. (b) Each of the Parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party at the addresses set forth in Section 10.3. Nothing in this Section 10.11 shall affect the right of any party to serve legal process in any other manner permitted by Law. (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 EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTIONLITIGATION DIRECTLY OR INDIRECTLY BASED UPON, PROCEEDING OR COUNTERCLAIM RELATING TO ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF TRANSACTION CONTEMPLATED HEREBY OR THE AGREEMENTSNEGOTIATION, INSTRUMENTS EXECUTION OR DOCUMENTS CONTEMPLATED HEREBYPERFORMANCE HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY HERETOREPRESENTATIVE, NOR ANY ASSIGNEE AGENT OR SUCCESSOR ATTORNEY OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK A JURY TRIAL IN ANY LAWSUITTO ENFORCE THE FOREGOING WAIVER, PROCEEDING(ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction may be brought in the courts of the Commonwealth of Virginia, Hxxxx County, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Virginia, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any proceeding such Proceeding, waives any objection it may now or dispute relating hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any way such court and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely Contemplated Transaction in any such other court. Each Seller The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and Buyer bargained agreement between the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service Proceeding referred to in the first sentence of such summons, complaint and other process this section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaidworld. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LEGAL ACTION ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. CERTIFIES AND ACKNOWLEDGES THAT (A) NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR REPRESENTATIVE OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 13.4(b).

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction must be brought in the state, or, if it has or can acquire jurisdiction, in the United States District Court, in the jurisdiction of which the principal office of the defendant is located, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any proceeding such Proceeding, waives any objection it may now or dispute relating hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any way such court and agrees not to bring any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely Contemplated Transaction in any such other court. Each Seller The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and Buyer bargained agreement between the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service Proceeding referred to in the first sentence of such summons, complaint and other process this Section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaidworld. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LEGAL ACTION ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. CERTIFIES AND ACKNOWLEDGES THAT (A) NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR REPRESENTATIVE OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 13.4(b).

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Proceeding (other than an arbitration) arising out of or relating to this Agreement or any Contemplated Transaction shall be brought in the courts of Xxxxxxxx County, Ohio or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Ohio, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any proceeding such Proceeding, waives any objection it may now or dispute relating in any way hereafter have to this Agreement venue or the transactions contemplated herebyto convenience of forum, and agrees that any all claims in respect of such proceeding Proceeding shall be brought by it solely heard and determined only in any such court. Each Seller The parties agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary, and Buyer bargained agreement among the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service Proceeding referred to in the first sentence of such summons, complaint and other process this section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaidworld. (b) EACH PARTY HERETO THE PARTIES HEREBY WAIVES ALL WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTSCONTEMPLATED TRANSACTIONS, INSTRUMENTS WHETHER NOW EXISTING OR DOCUMENTS CONTEMPLATED HEREBYHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. NO PARTY HERETOTHE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, NOR VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, PROCEEDING WHATSOEVER AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, TRANSACTIONS SHALL INSTEAD BE TRIED IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH COURT OF COMPETENT JURISDICTION BY A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJUDGE SITTING WITHOUT A JURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any proceeding arising out of or relating to this Agreement or any contemplated transaction shall be brought in the courts of the Commonwealth of Kentucky, County of Franklin, or at KHC’s sole discretion, the county where the Project is located, or if it has or can acquire jurisdiction, in the United States District Court for the Eastern District of Kentucky, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding or dispute relating shall be heard and determined only in any way such court and agrees not to bring any proceeding arising out of or relating to this Agreement or the transactions any transaction contemplated hereby, and agrees that any such proceeding shall be brought by it solely hereby in any such other court. Each Seller The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and Buyer bargained-for agreement between the parties irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to waive any objection to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service referred to in the first sentence of such summons, complaint and other process this Sub-section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaid. (b) EACH PARTY HERETO world. THE PARTIES HEREBY WAIVES ALL WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTSCONTEMPLATED TRANSACTIONS, INSTRUMENTS WHETHER NOW EXISTING OR DOCUMENTS CONTEMPLATED HEREBYHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. NO PARTY HERETOTHE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, NOR VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, TRANSACTIONS SHALL INSTEAD BE TRIED IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH COURT OF COMPETENT JURISDICTION BY A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJUDGE SITTING WITHOUT A JURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller The Parties agree that the appropriate, exclusive and Buyer convenient forum (“Forum”) for any other disputes between any of the Parties hereto arising out of or related to this Agreement or the transactions contemplated hereby consents to is the exclusive jurisdiction Court of any federal or state court sitting in the Borough of Manhattan Chancery in the City of Wilmington, New York Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any proceeding disputes arising out of or dispute relating in any way related to this Agreement or the transactions contemplated hereby, and agrees . The Parties further agree that the Parties will not bring suit with respect to any such proceeding shall be brought by it solely disputes arising out of or related to this Agreement or the transactions contemplated hereby in any such courtcourt or jurisdiction other than the Forum. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service The preceding sentence will not limit the rights of the summons, complaint and other process issued Parties to obtain execution of a judgment in any such action or other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 10.08 will be conclusive and agrees that service of such summons, complaint and other process may be made by registered enforced in any other jurisdiction within or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in outside the United States mails proper postage prepaidby suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment. (b) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the Forum. Each of the Parties hereby consents to process being served by any Party in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.01. (c) EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ALL ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING BETWEEN OR COUNTERCLAIM AMONG ANY OF THE PARTIES ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF AND THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer The Parties agree that the Forum for any other disputes between any of the Parties hereto arising out of or related to this Agreement or the transactions contemplated hereby consents to is the exclusive jurisdiction Court of any federal or state court sitting in the Borough of Manhattan Chancery in the City of Wilmington, New York Castle County, Delaware except where such court lacks subject matter jurisdiction. In such event, the Forum is in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. Each of the Parties hereto irrevocably submits to the jurisdiction of the Forum in respect of any proceeding disputes arising out of or dispute relating in any way related to this Agreement or the transactions contemplated hereby, and agrees . The Parties further agree that the Parties will not bring suit with respect to any such proceeding shall be brought by it solely disputes arising out of or related to this Agreement or the transactions contemplated hereby in any such courtcourt or jurisdiction other than the Forum. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service The preceding sentence will not limit the rights of the summons, complaint and other process issued Parties to obtain execution of a judgment in any such action or other jurisdiction. The Parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against a Party in any proceeding contemplated in this Section 8 will be conclusive and agrees that service of such summons, complaint and other process may be made by registered enforced in any other jurisdiction within or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in outside the United States mails proper postage prepaidby suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and amount of such judgment. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTIONTo the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTSattachment prior to judgment, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBYattachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the Forum. NO PARTY HERETOEach of the Parties hereby consents to process being served by any Party in any suit, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDaction or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 10.01 of the Asset Purchase Agreement.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller Any Proceeding (other than an arbitration) arising out of or relating to this Agreement or any Contemplated Transaction shall be brought in the courts of Tarrant County, Texas or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Texas, and Buyer hereby consents each of the parties irrevocably submits to the exclusive jurisdiction of any federal or state each such court sitting in the Borough of Manhattan in the City of New York in any proceeding such Proceeding, waives any objection it may now or dispute relating in any way hereafter have to this Agreement venue or the transactions contemplated herebyto convenience of forum, and agrees that any all claims in respect of such proceeding Proceeding shall be brought by it solely heard and determined only in any such court. Each Seller The parties agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary, and Buyer bargained agreement among the parties irrevocably waives all claims, to waive any objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, to venue or inconvenient to convenience of forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued Process in any such action or proceeding and agrees that service Proceeding referred to in the first sentence of such summons, complaint and other process this section may be made by registered or certified mail addressed to the other served on any party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit anywhere in the United States mails proper postage prepaidworld. (b) EACH PARTY HERETO THE PARTIES HEREBY WAIVES ALL WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTSCONTEMPLATED TRANSACTIONS, INSTRUMENTS WHETHER NOW EXISTING OR DOCUMENTS CONTEMPLATED HEREBYHEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. NO PARTY HERETOTHE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, NOR VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, PROCEEDING WHATSOEVER AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, TRANSACTIONS SHALL INSTEAD BE TRIED IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH COURT OF COMPETENT JURISDICTION BY A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDJUDGE SITTING WITHOUT A JURY.

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated herebyANY UNRESOLVED DISPUTE ARISING OUT OF OR BASED UPON THIS AGREEMENT, and agrees that any such proceeding shall be brought by it solely in any such courtTHE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE DETERMINED BY ARBITRATION IN DELAWARE, BEFORE ONE (1) ARBITRATOR WHO SHALL BE A RETIRED JUDGE ADMITTED TO PRACTICE LAW. Each Seller and Buyer irrevocably waives all claimsTHE ARBITRATION SHALL BE ADMINISTERED BY JAMS (OR ANY LIKE ORGANIZATION SUCCESSOR THERETO) PURSUANT TO ITS STREAMLINED ARBITRATION RULES AND PROCEDURES. THE ARBITRATOR SHALL FOLLOW ANY APPLICABLE FEDERAL LAW AND DELAWARE STATE LAW IN RENDERING AN AWARD. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE THE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. THE PARTIES FURTHER UNDERSTAND AND AGREE THAT THE ARBITRATOR’S DECISION SHALL BE CONFIDENTIAL AND FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED BY LAW AND ENFORCEABLE BY ANY COURT HAVING JURISDICTION THEREOF, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaidPROVIDED HOWEVER THAT SUCH DECISION MAY BE CHALLENGED ON THE GROUNDS OF A MISTAKE ON APPLICABLE LAW OR IF AWARDS ARE GRANTED IN VIOLATION OF SECTION 11.4(E). (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LEGAL ACTION ARISING OUT OF OR IN ANY WAY CONCERNED WITH RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. CERTIFIES AND ACKNOWLEDGES THAT (A) NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR REPRESENTATIVE OF ANY OTHER PARTY HERETO SHALL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF BY, AMONG OTHER THINGS, THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, MUTUAL WAIVERS AND CERTIFICATIONS IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVEDTHIS SECTION 13.4(b).

Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Each Seller and Buyer hereby consents to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan in the City of New York in any proceeding or dispute relating in any way to this Agreement or the transactions contemplated hereby, and agrees that any such proceeding shall be brought by it solely in any such court. Each Seller and Buyer irrevocably waives all claims, objections and defenses that it may have regarding such court’s personal or subject matter jurisdiction, venue or inconvenient forum. Each Seller and Buyer hereby waives personal service of the summons, complaint and other process issued in any such action or proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to the other party at the address set forth in this Agreement and that service so made shall be deemed completed upon the earlier of such party’s actual receipt thereof or three (3) days after deposit in the United States mails proper postage prepaid. (b) EACH PARTY HERETO HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO, NOR ANY ASSIGNEE OR SUCCESSOR OF ANY PARTY HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF, THIS AGREEMENT OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED HEREBY. NO PARTY HERETO WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.