Common use of Jurisdiction; Venue; Service of Process Clause in Contracts

Jurisdiction; Venue; Service of Process. Each of the Parties hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware, in the event any dispute arises out of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby parties to this Agreement (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery courts of the State state of Delaware or (Bto the extent subject matter jurisdiction exists therefor) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District district of Delaware, Delaware for the purpose of any action or proceeding against the parties related in the event any dispute arises out of way to this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courthereby waives, and (iii) agrees that it shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other action in any legal process commenced in such other court other than one of the above-named courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE ABOVE-NAMED COURTS MAY BE ENFORCED IN ANY JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES AND AGREES NOT TO ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTERS WITH RESPECT TO THIS AGREEMENT OR ANY ALL ACTIONS OR PROCEEDINGS (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP ESTABLISHED HEREUNDER. A COPY OF THIS PARAGRAPH MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION AND THAT SUCH ACTION WILL INSTEAD BY TRIED BY A JUDGE SITTING WITHOUT A JURY. Each party hereto hereby (a) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, will constitute good and valid service of process in any such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each Party, by such Party’s execution of the Parties hereby this Agreement, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction and venue of (A) the Court of Chancery state courts of the State of Delaware Florida or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of Florida for the District purpose of Delaware, any Action between any of the Parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it such Party is not subject personally subject to the jurisdiction of the courts above-named courts, that venue in Delaware as described herein for any reasonsuch court is improper, (b) that it or its such Party’s property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, of this Agreement may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby (i) consents to service of process in any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, in any manner permitted by Florida law, (ii) agrees that service of process made in accordance with Section 10.11(a) of this Agreement or made by overnight delivery by a nationally recognized courier service at such Party’s address specified pursuant to Section 10.1 of this Agreement is to constitute good and valid service of process in any such Action, and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such Action any claim that service of process made in accordance with Sections 10.11(b)(i) and (ii) of this Agreement does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby (i) expressly and parties hereto irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware, in the event any dispute arises out of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action or proceeding arising out of or relating to this AgreementGuaranty, including, without limitation, its negotiation, terms, performance, or the transactions contemplated hereby (except for enforcement of any judgment against said parties), shall be brought and determined exclusively in the state or federal courts located within the Commonwealth of Pennsylvania. The parties hereby irrevocably consent to personal jurisdiction in said courts and agree that, in the event of the filing of a legal action or proceeding, they shall not raise as defense that any such court (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, lacks personal jurisdiction; or (b) is an inconvenient forum. The parties further agree, to the extent permitted by Law, that it service of process or its property is exempt or immune from jurisdiction of other legal papers commencing any such court or from any legal process commenced action may be effected in such courts the manner provided in Section 10, and the parties hereby irrevocably agree that if service is so made, the parties shall not assert as a defense that service was ineffective. (whether through service of noticeb) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, attachment prior to judgmentTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, attachment in aid of execution of judgmentANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, execution of judgment or otherwiseACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) and NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (c) The Guarantor acknowledges that, in the event that any of the provisions of this AgreementGuaranty were not performed in accordance with its specific terms or were otherwise breached, irreparable damage would occur and the Guaranteed Parties would not have any adequate remedy at law. The Guarantor further hereby waives any defense, in the event that any action for injunction, specific performance or other equitable relief, that a remedy at law would be adequate. It is accordingly agreed that the subject matter hereofGuaranteed Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Guaranty and to enforce specifically the terms and provisions of this Guaranty in addition to any and all other rights and remedies at law or in equity, may not and all such rights and remedies shall be enforced in cumulative. To the extent permitted by Law, any requirements for the securing or by posting of any bond with such courtsremedy are waived.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties parties hereto, by its execution hereof, hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Chancery Court (A) or, if the Delaware Chancery Court declines to accept jurisdiction, any United States District Court located in the State of Chancery Delaware, or if the United States District Courts located in the State of Delaware decline to accept jurisdiction, any state court of the State of Delaware or (BDelaware) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District purpose of Delaware, any Proceeding among the parties hereto relating to or arising in whole or in part under or in connection with the event any dispute arises out of this AgreementTransaction Documents or the Transactions, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other Proceeding in any legal process commenced in such other court other than one of the above-named courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, the Transaction Documents or the subject matter hereof, hereof or thereof may not be enforced in or by such court and (iii) agrees not to commence any such Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each of the parties hereto (i) consents to service of process in any Proceeding among any of the parties hereto relating to or arising in whole or in part under or in connection with the Transaction Documents or the Transactions in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with the foregoing clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13.13, will constitute good and valid service of process in any such Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Proceeding any claim that service of process made in accordance with the foregoing clause (i) or (ii) does not constitute good and valid service of process. This Section 13.7 shall not apply to any dispute that is required to be decided by the Settlement Accountant. (c) Notwithstanding the foregoing and without limiting Sections 13.6, 13.7(a) and 13.7(b), each of Seller and the Acquired Companies (on behalf of themselves and their Affiliates) (i) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitment Documents or any other letter or agreement related to the Debt Financing or the performance thereof (any such action, a “Financing Related Action”) in any forum other than any State or Federal court sitting in the Borough of Manhattan in the City of New York, (ii) waives any right to trial by jury in respect of any Financing Related Action and (iii) agrees that any Financing Related Action shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State; except as otherwise expressly provided in the Debt Commitment Documents.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby (i) expressly and parties hereto irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (B) or, only if such the Court of Chancery lacks subject-matter jurisdictionof the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating to this Limited Guaranty, and each of the parties hereto irrevocably agrees that all claims in respect to such action shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) (together with the appellate courts thereof, the United States District Court for “Chosen Courts”). Each of the District of Delaware, in the event any dispute arises out of this Agreement, (ii) parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees (a) that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iiib) agrees that it shall will not bring any action relating to this Agreement Limited Guaranty or the transactions contemplated hereby in any court other than (A) the Court of Chancery of the State of Delaware or (B) or, only if such the Court of Chancery lacks subject-matter jurisdictionof the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the United States District Court for the District State of Delaware; provided ), (c) agrees that each of the Parties has other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by such the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other court or jurisdictionmanner provided by Law. Each Party further agrees that of the parties hereto irrevocably consents to the service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of summons and complaint and any other process for any Claim brought against such Party in any other action relating to this Limited Guaranty, on behalf of itself or its property, by the personal delivery of copies of such courtprocess to such party. The foregoing, however, will not limit Nothing in this Section 15 shall affect the right of a Party any party hereto to effect service of serve legal process on in any other Party manner permitted by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtsapplicable law.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware New York or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Southern District of Delaware, located in the event State of New York for the purpose of any dispute arises out of action between the parties arising in whole or in part under or in connection with this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Any action brought by any party or any of its Affiliates arising in whole or in part under or in connection with this Agreement may only be instituted in a federal or state court in the State of New York, and each party waives any claim or objection that it may now or hereafter have to the laying of venue of any such proceeding, and agrees not to assert that venue should properly lie in any other location. (c) Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 14.1 above, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby (i) expressly and party hereto irrevocably submits to the exclusive personal jurisdiction of (Aa) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Northern District of Delaware, in the event any dispute arises out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtTexas, and (iiib) agrees that it shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery District Courts of the State of Delaware Texas located in Dallas County, Texas, for the purposes of any suit, action or (B) if such Court other proceeding arising out of Chancery lacks subject-matter jurisdictionthis Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or other proceeding relating hereto in the courts of United States District Court for the Northern District of Delaware; provided that each Texas or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the District Courts of the Parties has the right to bring any proceeding for enforcement State of a judgment entered by such court Texas located in any other court or jurisdictionDallas County, Texas. Each Party party hereto further agrees that service of any process, summons, notice, notice or document by U.S. registered mail to in any of the respective addresses manners set forth in Section 7.8 8.2 shall be effective service of process for any Claim brought against such Party action, suit or proceeding in Texas with respect to any such court. The foregoing, however, will not limit the right of a Party matters to effect service of process on any other Party by any other legally available methodwhich it has submitted to jurisdiction in this Section 8.11. Each Party party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or other proceeding arising out of this Agreement and the transactions contemplated hereby in (a) the United States District Court for the Northern District of Texas, or (b) any District Courts of the State of Texas located in Dallas County, Texas, and hereby further irrevocably and unconditionally waives, and agrees shall not to assert, assert by way of motion or as a motion, defense, counterclaim or otherwise, in any such suit, action or proceeding arising out of or relating to this Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of any such court the suit, action or from any legal process commenced in such courts (whether through service of noticeproceeding is improper, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, or Agreement and the subject matter hereof, transactions contemplated hereby and thereby may not be enforced in or by such any of the above-named courts.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby parties (i) expressly irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Limited Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 13 or in such other manner as may be permitted by applicable Law, and nothing in this Section 15 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive personal general jurisdiction of (A) the Court of Chancery of the State of Delaware or and any state appellate court therefrom within the State of Delaware (B) or, if such the Court of Chancery lacks subject-matter jurisdictionof the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the United States District Court for State of Delaware (and any appellate court therefrom) or, if any federal court within the District State of DelawareDelaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware (and any appellate court therefrom)) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, Limited Guarantee or the transactions contemplated hereby; (iiiii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Limited Guarantee or the transactions contemplated hereby will be brought, tried and determined only in the Chosen Courts; (v) irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (iiivi) agrees that it shall will not bring any action Legal Proceeding relating to this Agreement Limited Guarantee or the transactions contemplated hereby in any court other than (A) the Court of Chancery Chosen Courts. Each of the State of Delaware parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document manner provided by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtsapplicable Law.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby Except as otherwise provided in Section 18.12.3, (ia) expressly and each Party irrevocably submits to the exclusive personal jurisdiction of (Ai) the Court of Chancery courts of the State of Delaware New York located in New York, NY, or (Bii) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Southern District of DelawareNew York, in for the event purposes of any dispute arises actions, suits and proceedings (collectively, “Actions”) arising out of this AgreementAgreement (except for government agency actions to adjudicate registered intellectual property rights, e.g., post-grant proceedings at the United States Patent and Trademark Office or other foreign equivalent proceedings), (iib) each Party agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from commence any such court, and (iii) agrees that it shall not bring any action relating to this Agreement Action either in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Southern District of Delaware; provided that each New York or if such Action may not be brought in such court for jurisdictional reasons, in the courts of the Parties has the right to bring any proceeding for enforcement State of a judgment entered by such court New York located in any other court or jurisdiction. Each New York, NY, and (c) each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waiveswaives any objection to the laying of venue of any Action arising out of this Agreement in (i) the courts of the State of New York located in New York, NY, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, claim in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court that any such Action brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that process may be served upon it in the manner specified in Section 18.4 and irrevocably waives and covenants not to assert or from plead any legal process commenced in objection which it might otherwise have to such courts (whether through jurisdiction, or to such manner of service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtsprocess.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware New York or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of New York for the District purpose of Delaware, any Proceeding between the parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any Proceeding in a court other than the above-named courts solely for the purpose of enforcing an Order issued by one of the above-named courts. (b) Each party agrees that for any Proceeding between the parties arising in whole or in part under or in connection with this Agreement, such party shall bring Proceedings only in the State of New York. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each party hereby (i) consents to service of process in any Proceeding between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.4, will constitute good and valid service of process in any such Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Proceeding any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware New York in New York County, or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of New York, for the Southern District of DelawareNew York, for the purpose of any action between the parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such action brought in one of the above named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Any action brought by any party or any of its Affiliates arising in whole or in part under or in connection with this Agreement may only be instituted in a federal or state court in the State of New York, in New York County, and each party waives any claim or objection that it may now or hereafter have to the laying of venue of any such proceeding, and agrees not to assert that venue should properly lie in any other location. (c) Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 15.1 above, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each (a) Subject to the provisions of the Parties hereby Section 2.8(d), each party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (B) or, only if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware, in the event any dispute arises out of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware declines to accept or (B) lacks jurisdiction over a particular matter, any federal court sitting in the State of Delaware or if such Court of Chancery federal court lacks subject-matter jurisdiction, any state court of the United States District Court State of Delaware) for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service purpose of any processAction (whether in tort, summonscontract or otherwise) between the parties arising under or in connection with this Agreement or the Contemplated Transactions, notice(ii) hereby waives, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other Action in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction. (b) Each party hereby (i) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.2, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each 14.2.1 Prestwick and its successors and assigns irrevocably and unconditionally: (a) agree that any and all disputes between any of them and Distributor arising out of, connected with, related to, or incidental to this Agreement shall be resolved only by the Parties hereby (i) expressly and irrevocably submits to in the exclusive personal jurisdiction of (A) the Court of Chancery courts of the State of Delaware New York located in the City of New York, Borough of Manhattan, or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court of America for the Southern District of Delaware, New York; (b) waive any objection which they may have now or hereafter to the laying of venue in the event City of New York, Borough of Manhattan of any dispute arises out of this Agreementsuch suit, (ii) agrees that it shall not attempt to deny action or defeat such personal jurisdiction by motion or other request for leave from proceeding in any such court, and or claim that any such suit, action or proceeding has been brought in an inconvenient forum; and (iiic) agrees that it shall not bring any action relating to this Agreement in any court other than (A) acknowledge the Court competence of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject submits to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court in any such suit, action or from proceeding and agree that the final judgment in any such suit, action or proceeding brought in any such court or in any arbitration conducted in accordance with Section 14.3 shall be conclusive and binding upon them and may be enforced in the courts of Barbados once a further judgment has been obtained in the courts of Barbados, which further judgment may as a matter of practice be obtained without re-litigation or re-arbitration of the merits of the matter adjudicated by such State or Federal court in the State of New York or the arbitrators in accordance with Section 14.3, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of its obligation; provided that service of process is effected upon Prestwick in the manner specified below or as otherwise permitted by law. 14.2.2 Prestwick irrevocably consents to service of process upon it out of said courts in any such arbitration, suit, action or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to Prestwick at the address referred to in Section 15.1 hereof. The foregoing shall not, however, limit the rights of the Parties to serve process in any other country or any other manner permitted by law or to bring any legal process commenced in such courts (whether through service of notice, action or proceeding or to obtain an attachment prior to judgment, attachment in aid of execution of judgment, or execution of judgment or otherwise) and (c) that this Agreementin any competent jurisdiction, or including in the subject matter hereof, may not be enforced in or by such courtscourts of Barbados.

Jurisdiction; Venue; Service of Process. Each (a) Subject to the provisions of the Parties hereby Section 2.6(c), each party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state and federal courts of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District purpose of Delaware, any Action between the parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, including any Action pursuant to Section 11.13, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction. (b) Each party hereby (i) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby parties hereto, by its execution hereof, (i) expressly hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement, and irrevocably submits to the exclusive personal jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of (A) any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware or (B) or, if such the Delaware Court of Chancery lacks subject-matter jurisdictiondeclines to accept jurisdiction over a particular matter, any state or federal court within the United States District Court for the District State of Delaware, in the event any dispute arises out of this Agreement), (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other Action in any legal process commenced in such other court other than one of the above-named courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each of the parties hereto agrees that for any Action among any of the parties hereto relating to or arising in whole or in part under or in connection with this Agreement, such party shall bring such Action only in the State of Delaware. Notwithstanding the previous sentence, a party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each of the parties hereto hereby (i) consents to service of process in any Action among any of the parties hereto relating to or arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.01, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each (a) Subject to the provisions of the Parties hereby Sections 2.5(c), each party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware New York or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the Southern District of New York for the District purpose of Delaware, any Action between the parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, including any Action pursuant to Section 11.13, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction. (b) Each party hereby (i) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each (a) Subject to the provisions of the Parties hereby Sections 2.6(c) and 6.1(b), each party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in Delaware for the District purpose of Delaware, any Action between the parties hereto arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, including any Action pursuant to Section11.12, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing a Government Order issued by one of the above-named courts. Each party hereto agrees that for any Action between the parties hereto arising in whole or in part under or in connection with this Agreement, such party shall bring Actions only in the State of Delaware. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction. (b) Each party hereto hereby (i) consents to service of process in any Action between the parties hereto arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each 10.10.1. Subject to the provisions of the Parties Section 2.5.5, each Party to this Agreement, by its execution hereof, (a) hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of Delaware for the District purpose of Delaware, any Action between the parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, (iib) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. 10.10.2. Each Party agrees that for any Action between the Parties arising in whole or in part under or in connection with this Agreement, such Party agrees to bring such Actions only in the State of Delaware. Each Party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. 10.10.3. Each Party hereby (a) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.1, will constitute good and valid service of process in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each Party, by such Party’s execution of the Parties hereby this Agreement, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction and venue of (A) the Court of Chancery state courts of the State of Delaware Florida or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of Florida for the District purpose of Delaware, any Action between any of the Parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it such Party is not subject personally subject to the jurisdiction of the courts above-named courts, that venue in Delaware as described herein for any reasonsuch court is improper, (b) that it or its such Party’s property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, of this Agreement may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby (i) consents to service of process in any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, in any manner permitted by Florida law, (ii) agrees that service of process made in accordance with Section 0 of this Agreement or made by overnight delivery by a nationally recognized courier service at such Party’s address specified pursuant to Section 0 of this Agreement is to constitute good and valid service of process in any such Action, and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such Action any claim that service of process made in accordance with Sections 0(i) and (ii) of this Agreement does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. Each Buyer and Seller hereby irrevocably submit to the jurisdiction of the Parties hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery courts of the State District of Delaware or (B) if such Court Columbia and the federal courts of Chancery lacks subject-matter jurisdiction, the United States District Court for of America located in Washington, D.C. solely in respect of the District interpretation and enforcement of Delaware, in the event any dispute arises out provisions of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery respect of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdictiontransactions contemplated hereby. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party Buyer and Seller hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, defense in any action action, suit or proceeding arising out for the interpretation or enforcement hereof or of any such document or relating to this Agreementin respect of any such transaction, (a) any claim that it is not personally subject to such jurisdiction. Each of Buyer and Seller hereby waives, and agrees not to assert, to the jurisdiction of maximum extent permitted by law, as a defense in any action, suit or proceeding for the courts in Delaware as described herein for any reason, (b) that it interpretation or its property is exempt enforcement hereof or immune from jurisdiction of any such court document or from in respect of any legal process commenced such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that the venue thereof may not be appropriate or that this Agreement, Agreement or the subject matter hereof, any such document may not be enforced in or by such courts. Buyer and Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11.1 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby (i) expressly and party hereto irrevocably submits to the exclusive personal jurisdiction of (Aa) the Civil Branch of the Supreme Court of Chancery of the State of Delaware or New York, New York County and (Bb) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Southern District of DelawareNew York for the purposes of any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in the event any dispute arises out Civil Branch of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Supreme Court of Chancery of the State of Delaware or (B) New York, New York County, or, if such Court of Chancery lacks subject-matter jurisdictionaction, suit or other proceeding may not be brought in such court for jurisdictional reasons, in the United States District Court for the Southern District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdictionNew York. Each Party party hereto further agrees that service of any process, summons, notice, notice or document by U.S. registered mail to the respective addresses set forth courier or personal delivery in accordance with Section 7.8 9.2 shall be effective service of process for any Claim brought against such Party action, suit or other proceeding in New York with respect to any such court. The foregoing, however, will not limit the right of a Party matters to effect service of process on any other Party by any other legally available methodwhich it has submitted to jurisdiction in this Section 9.11. Each Party party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in (i) the Civil Branch of the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives, and agrees shall not to assert, assert by way of motion or as a motion, defense, counterclaim or otherwise, in any action such action, suit or proceeding arising out of or relating to this Agreementother proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction attachment or execution, that such action, suit or other proceeding is brought in an inconvenient forum, that the venue of any such court action, suit or from any legal process commenced in such courts (whether through service of noticeother proceeding is improper, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such any of the above-named courts.

Jurisdiction; Venue; Service of Process. Each of To the Parties extent not prohibited by law in effect from time to time, the Lender and each Obligated Party hereby (i) expressly and irrevocably submits itself to the exclusive personal jurisdiction of (A) the Court of Chancery of any New York state court or any United States court located in the State of Delaware or New York (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware, in the event and any dispute arises out of this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal court having jurisdiction by motion or other request for leave over appeals from any such court, and (iii) agrees that it shall not bring in any action relating proceeding between or among them arising out of or in any manner related to this Agreement in or any court other than (A) the Court of Chancery of the other Loan Documents, whether arising in contract, tort, or otherwise. Any such suit, action, or proceeding may be brought in the state or federal courts located in the City of New York, State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdictionNew York. Each Obligated Party further agrees that service of any all writs, process, summonsand summonses in any such suit, noticeaction, or document by U.S. registered mail proceeding may be made on the Borrower ("PROCESS AGENT"). Each Obligated Party hereby irrevocably appoints Process Agent, as its true and lawful attorney-in-fact in its name, place, REVOLVING CREDIT AGREEMENT, PAGE 48 54 and stead to accept such service of any and all such writs, process, and summonses, and agrees that the respective addresses set forth in Section 7.8 shall be effective failure of Process Agent to give any notice of such service of process for to it shall not impair or affect the validity of such service or of any Claim brought against such judgment based thereon. Each Obligated Party in any such court. The foregoing, however, will not limit also irrevocably consents to the right of a Party to effect service of process on in any other Party suit, action, or proceeding in said court by any other legally available methodthe mailing thereof, by registered or certified mail, postage prepaid, to Process Agent or to its address for notices set forth herein. Service shall be deemed effective five (5) days after such mailing. Each Obligated Party hereby irrevocably and unconditionally waiveswaives any objections which it may now or hereafter have (including any based on the grounds of forum non conveniens) to the laying of venue of any suit, and agrees not to assertaction, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Loan Documents brought in the state or federal courts located in Delaware as described the City of New York, State of New York. Nothing herein for any reason, (b) that it or its property is exempt or immune from jurisdiction impairs the right to bring proceedings in the courts of any such court other jurisdiction or from any legal process commenced in such courts (whether through to effect service of notice, attachment prior to judgment, attachment process in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtsany other permitted manner.

Jurisdiction; Venue; Service of Process. Each of the Parties parties hereto hereby irrevocably and unconditionally (iA) expressly and irrevocably submits consents to submit itself to the exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (B) or, if such Court of Chancery court lacks subject-subject matter jurisdiction, any federal court located in the United States District Court for the District State of Delaware, Delaware in the event any of any dispute arises arising out of or related to this AgreementLimited Guarantee or any of the transactions contemplated hereby, (iiB) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iiiC) agrees that it shall not will not, and waives any right to, bring any action Action relating to or arising out of this Agreement Limited Guarantee or any of the transactions contemplated hereby in any court other than (A) the Court of Chancery of the State of Delaware or (B) or, if such court lacks subject matter jurisdiction, any federal court located in the State of Delaware, and (D) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject-subject matter jurisdiction, any federal court located in the United States District Court for State of Delaware or that such Action was brought in an inconvenient forum and agrees not to plead or claim the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdictionsame. Each Party further party hereto hereby agrees that and consents to service of any process, summons, notice, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.8 13 shall be effective service of process for any Claim brought against such Party Action in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to connection with this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Limited Guarantee or the subject matter hereof, may not be enforced in or by such courtstransactions contemplated hereby.

Jurisdiction; Venue; Service of Process. Each of the Parties party to this Agreement, by its execution hereof, (a) hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction and venue of (A) the Court of Chancery state courts of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of Delaware for the District purpose of Delaware, in the event any dispute arises out between any of the parties hereto arising in whole or in part under or in connection with this Agreement, (iib) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable legal requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, agreement or the subject matter hereof, hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence, a party hereto may commence any action in a court other than those described in this Section 12 above for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party hereto hereby (a) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (b) agrees that service of process Table of Contents made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, will constitute good and valid service of process in any such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties party, by its execution hereof, (a) hereby (i) expressly irrevocably attorns and irrevocably submits to the exclusive personal jurisdiction of (A) the Court state and federal courts of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdictionNew York located in New York City, the United States District Court New York, for the District purpose of Delaware, any action between or among the parties (or any of them) arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, (iib) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will not limit the right of a Party to effect service of process on any other Party by any other legally available method. Each Party hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action (including for a declaratory judgment or the like) other than before one of the above-named courts. (b) Each party agrees that for any action between the parties arising in whole or in part under or in connection with this Agreement, such party will bring actions only in the State of New York, in a state or federal court located in New York City, New York. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each party hereby (a) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by the Laws of the State of New York, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1, will constitute good and valid service of process in any such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process. (d) THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. 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 BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, WHICH ACTION WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (e) In the event of litigation between the Parties arising from or regarding this Agreement, each Party shall bear its own costs and expenses incurred in connection with the litigation.

Jurisdiction; Venue; Service of Process. Each (a) Except as otherwise provided herein pursuant to Section 12.21, each of the Parties parties, by its execution hereof, hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Chancery Court (A) or, if the Delaware Chancery Court of Chancery of declines to accept jurisdiction, any United States District Court located in the State of Delaware or (Bany state court of the State of Delaware) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District purpose of Delaware, any Proceeding among any of the parties relating to or arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, any other Transaction Agreement or the Transactions, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other Proceeding in any legal process commenced in such other court other than one of the above-named courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, any other Transaction Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such court and (iii) agrees not to commence any such Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each of the parties (i) consents to service of process in any Proceeding among any of the parties relating to or arising in whole or in part under or in connection with this Agreement, any other Transaction Agreement or the Transactions in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with the foregoing clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.14, will constitute good and valid service of process in any such Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Proceeding any claim that service of process made in accordance with the foregoing clause (i) or (ii) does not constitute good and valid service of process. This Section 12.8 shall not apply to any dispute that is required to be decided by the Settlement Accountant. (c) Notwithstanding anything to the contrary contained in this Section 12.8, each party to this Agreement acknowledges and irrevocably agrees (i) none of the Debt Financing Sources, or Debt Financing Source Related Parties, shall have any liability to the Seller, any Acquired Company or any of their respective Representatives or Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach, whether in law or in equity, whether in contract or in tort or otherwise, and none of the Sellers, the Acquired Companies or any of their respective Representatives or Affiliates will have any rights or claims against any of the Debt Financing Sources hereunder or thereunder, and in no event shall any of the Sellers, the Acquired Companies or any of their respective Representatives or Affiliates be entitled to seek the remedy of specific performance of this Agreement against the Debt Financing Sources; and (ii) that the Debt Financing Sources are beneficiaries of and may enforce any liability cap or limitation on damages or remedies in this Agreement.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby (i) expressly and party hereto irrevocably submits to the exclusive personal jurisdiction of (A) the Supreme Court of Chancery of the State of Delaware or (B) if such Court New York for the County of Chancery lacks subject-matter jurisdictionNew York, the United States District Court for the Southern District of DelawareNew York and any appellate court from either of them (such courts, collectively, the “New York Courts”) for the purposes of any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in the event any dispute arises out of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdictionNew York Courts. Each Party party hereto further agrees that service of any process, summons, notice, notice or document by U.S. registered mail to the respective addresses set forth courier or personal delivery in accordance with Section 7.8 8.2 shall be effective service of process for any Claim brought against such Party action, suit or other proceeding in the New York Courts with respect to any such court. The foregoing, however, will not limit the right of a Party matters to effect service of process on any other Party by any other legally available methodwhich it has submitted to jurisdiction in this Section 8.11. Each Party party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives, and agrees shall not to assert, assert by way of motion or as a motion, defense, counterclaim or otherwise, in any action such action, suit or proceeding arising out of or relating to this Agreementother proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonNew York Courts, (b) that it or its property is exempt or immune from jurisdiction attachment or execution, that such action, suit or other proceeding is brought in an inconvenient forum, that the venue of any such court action, suit or from any legal process commenced in such courts (whether through service of noticeother proceeding is improper, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such courtsany of the New York Courts.

Jurisdiction; Venue; Service of Process. Each of the Parties hereby (i) expressly and party hereto irrevocably submits to the exclusive personal jurisdiction of (Aa) the Civil Branch of the Supreme Court of Chancery of the State of Delaware or New York, New York County and (Bb) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Southern District of DelawareNew York for the purposes of any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in the event any dispute arises out Civil Branch of this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Supreme Court of Chancery of the State of Delaware or (B) New York, New York County, or, if such Court of Chancery lacks subject-matter jurisdictionaction, suit or other proceeding may not be brought in such court for jurisdictional reasons, in the United States District Court for the Southern District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdictionNew York. Each Party party hereto further agrees that service of any process, summons, notice, notice or document by U.S. registered mail to the respective addresses set forth courier or personal delivery in Section 7.8 accordance with ‎Section 9.2 shall be effective service of process for any Claim brought against such Party action, suit or other proceeding in New York with respect to any such court. The foregoing, however, will not limit the right of a Party matters to effect service of process on any other Party by any other legally available methodwhich it has submitted to jurisdiction in this ‎Section 9.10. Each Party party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in (i) the Civil Branch of the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives, and agrees shall not to assert, assert by way of motion or as a motion, defense, counterclaim or otherwise, in any action such action, suit or proceeding arising out of or relating to this Agreementother proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction attachment or execution, that such action, suit or other proceeding is brought in an inconvenient forum, that the venue of any such court action, suit or from any legal process commenced in such courts (whether through service of noticeother proceeding is improper, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by such any of the above-named courts.

Jurisdiction; Venue; Service of Process. Each 12.12.1. Subject to the provisions of Section 2.6, solely with respect to the Parties disputes referred to therein, each party to this Agreement, by its, his or her execution hereof, (a) hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery and venue of the State state courts of Delaware the Commonwealth of Massachusetts or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the Commonwealth of Massachusetts for the District purpose of Delaware, any Action between any of the parties hereto arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdictionAncillary Agreement, the United States District Court for Contemplated Transactions or the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court negotiation, terms or jurisdiction. Each Party further agrees that service of any processperformance hereof or thereof, summons, notice, or document by U.S. registered mail (b) hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it it, he or she is not subject personally subject to the jurisdiction of the courts above-named courts, that venue in Delaware as described herein for any reasonsuch court is improper, (b) that it its, his or its her property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (c) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. 12.12.2. Each party hereto hereby (a) consents to service of process in any Action between any of the parties hereto arising in whole or in part under or in connection with this Agreement, any Ancillary Agreement, the Contemplated Transactions or the negotiation, terms or performance hereof or thereof, in any manner permitted by Massachusetts law, (b) agrees that service of process made in accordance with clause (a) or made by overnight delivery by a nationally recognized courier service at its, his or her address specified pursuant to Section 12.1 will constitute good and valid service of process in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (B) if or, to the extent such Court of Chancery lacks subject-court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of DelawareDelaware (the “Delaware Courts”), for the purpose of any Action relating to or arising in the event any dispute arises out of whole or in part under or in connection with this AgreementAgreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim or objection that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonCourts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the Delaware Courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the Delaware Courts, or from should be stayed by reason of the pendency of some other Action in any legal process commenced in such courts (whether through service other court other than one of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment the Delaware Courts or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt and (iii) hereby agrees not to commence any such Action other than before one of the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. (b) Each of the Parties to this Agreement agrees that for any Action among any of the Parties relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), such Party will bring such Action only in the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. Each Party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) Each of the Parties to this Agreement hereby (i) consents to service of process in any Action among any of the Parties hereto relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise) in any manner permitted by applicable Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.8, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each of the Parties parties, by its execution hereof, hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Chancery Court (A) or, if the Delaware Chancery Court of Chancery of declines to accept jurisdiction, any United States District Court located in the State of Delaware or (Bany state court of the State of Delaware) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District purpose of Delaware, any Proceeding among any of the parties relating to or arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, any other Transaction Agreement or the Transactions, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other Proceeding in any legal process commenced in such other court other than one of the above-named courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, any other Transaction Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such court and (iii) agrees not to commence any such Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Proceeding in a court other than the above-named courts solely for the purpose of enforcing an Order issued by one of the above-named courts. (b) Each of the parties (i) consents to service of process in any Proceeding among any of the parties relating to or arising in whole or in part under or in connection with this Agreement, any other Transaction Agreement or the Transactions in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with the foregoing clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 13.14, will constitute good and valid service of process in any such Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Proceeding any claim that service of process made in accordance with the foregoing clause (i) or (ii) does not constitute good and valid service of process. This Section 13.8 shall not apply to any dispute that is required to be decided by the Settlement Accountant. (c) Notwithstanding anything in this Agreement to the contrary, no party, nor any of its Controlled Affiliates, shall bring, or support, any action, whether at law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source Related Party in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the definitive agreements executed in connection therewith or the transactions contemplated thereby, anywhere other than in (i) any New York State court sitting in the Borough of Manhattan or (ii) 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 any such action shall be governed by the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction; provided, however, that at or prior to the Closing, the definition of Material Adverse Effect and the representations and warranties set forth in this Agreement shall, for the purposes of the Debt Commitment Letter or the definitive agreements executed in connection therewith or the transactions contemplated thereby, be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. In furtherance of the foregoing, each of the parties (on behalf of itself and its respective Controlled Affiliates) (A) submits to the exclusive jurisdiction of such courts for the purpose of any action described in this Section 13.8(c) and (B) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such courts in any such action described in this Section 13.8(c).

Jurisdiction; Venue; Service of Process. (a) Each of the Parties hereby party to this Agreement, by its execution hereof, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction of (A) the Court of Chancery state courts of the State of Delaware Florida or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court located in the State of Florida for the District purpose of Delaware, any action between or among the parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such action brought in one of the above named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from should be stayed by reason of the pendency of some other proceeding in any legal process commenced in such courts (whether through service other court other than one of noticethe above-named courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Any action brought by any party or any of its Affiliates arising in whole or in part under or in connection with this Agreement may only be instituted in a federal or state court in the State of Florida, and each party waives any claim or objection that it may now or hereafter have to the laying of venue of any such proceeding, and agrees not to assert that venue should properly lie in any other location. (c) Each party hereby (i) consents to service of process in any action between or among the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 14.1 above, shall constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Jurisdiction; Venue; Service of Process. (a) Each Party, by such Party's execution of the Parties hereby this Agreement, (i) expressly and hereby irrevocably submits to the exclusive personal jurisdiction and venue of (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the Northern District of DelawareAlabama sitting in Birmingham, Alabama for the purpose of any Action between any of the Parties arising in the event any dispute arises out of whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) agrees that it shall 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 shall not bring any action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject-matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. Each Party further agrees that service of any process, summons, notice, or document by U.S. registered mail hereby waives to the respective addresses set forth in Section 7.8 shall be effective service of process for any Claim brought against such Party in any such court. The foregoing, however, will extent not limit the right of a Party to effect service of process on any other Party prohibited by any other legally available method. Each Party hereby irrevocably and unconditionally waivesapplicable Legal Requirements, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreementsuch Action, (a) any claim that it such Party is not subject personally subject to the jurisdiction of the courts above-named courts, that venue in Delaware as described herein for any reasonsuch court is improper, (b) that it or its such Party's property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that this Agreement, Agreement or the subject matter hereof, of this Agreement may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. (b) Each Party hereby (i) consents to service of process in any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, in any manner permitted by Alabama law, (ii) agrees that service of process made in accordance with Section 11.11(a) of this Agreement or made by overnight delivery by a nationally recognized courier service at such Party's address specified pursuant to Section 11.1 of this Agreement is to constitute good and valid service of process in any such Action, and (iii) waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such Action any claim that service of process made in accordance with Sections 11.11(b)(i) and (ii) of this Agreement does not constitute good and valid service of process.