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

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, AND THE PARENT, AND EACH PARTICIPANT SUBMITS ITSELF AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF THE FOREGOING COURTS WITH RESPECT TO SUCH DISPUTES. BY ACCEPTANCE OF ANY AWARD MADE UNDER THIS AWARD AGREEMENT, A PARTICIPANT HEREBY (I) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE COURTS REFERRED TO ABOVE ON THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER, (II) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN THE COURTS REFERRED TO ABOVE FOR ANY DISPUTE BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT AND ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AWARD AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, AND THE PARENT, AND EACH PARTICIPANT SUBMITS ITSELF AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF THE FOREGOING COURTS WITH RESPECT TO SUCH DISPUTES. BY ACCEPTANCE OF ANY AWARD MADE UNDER THIS AWARD AGREEMENT, A PARTICIPANT HEREBY (I) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE COURTS REFERRED TO ABOVE ON THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE parent PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER, (II) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN THE COURTS REFERRED TO ABOVE FOR ANY DISPUTE BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT AND ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AWARD AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE OF 10.4.1 ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AWARD AGREEMENT OTHER THAN WITH RESPECT TO A DESIGNATED MATTER (WHICH SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 10.2) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE GRAND DUCHY COUNTY OF LUXEMBOURGNEW YORK, AND, BY EXECUTION AND THE PARENTDELIVERY OF THIS AGREEMENT, AND EACH PARTICIPANT SUBMITS PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY TO PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE FOREGOING COURTS AFORESAID COURTS. EACH PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH PARTY, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH DISPUTESCOURT LACKS PERSONAL JURISDICTION OVER SUCH PARTY. BY ACCEPTANCE EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY AWARD MADE UNDER THIS AWARD AGREEMENTOF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, A PARTICIPANT POSTAGE PREPAID, TO ANY SUCH PARTY AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 9.6, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PARTY HEREBY (I) IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE FULLEST EXTENT RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE OR, SUBJECT TO THE COURTS REFERRED SECTION 10.2, TO ABOVE ON THE GROUNDS OF INCONVENIENT FORUM COMMENCE LEGAL PROCEEDINGS OR OTHERWISE AS REGARDS PROCEED AGAINST ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR PARTY IN ANY AWARD MADE HEREUNDER, (II) OTHER JURISDICTION. 10.4.2 EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE 10.4.1 ABOVE FOR AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY DISPUTE BETWEEN SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 10.4.3 EACH OF THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT AND ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND HEREBY IRREVOCABLY WAIVES ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUITACTION, ACTION PROCEEDING OR OTHER PROCEEDING COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 10.4.4 THE PARTIES IRREVOCABLY AND AGREES THAT UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND AGREE NOT TO PLEAD OR CLAIM, ANY RIGHT OF IMMUNITY FROM LEGAL ACTION, SUIT OR PROCEEDING, FROM SETOFF OR COUNTERCLAIM, FROM THE JURISDICTION OF ANY COURT, FROM SERVICE OF PROCESS, FROM ATTACHMENT UPON OR PRIOR TO JUDGMENT, FROM ATTACHMENT IN AID OF EXECUTION OR JUDGMENT, FROM EXECUTION OF JUDGMENT, OR FROM ANY OTHER LEGAL PROCESS OR PROCEEDING FOR THE GIVING OF ANY RELIEF OR FOR THE ENFORCEMENT OF ANY JUDGMENT, AND CONSENTS TO SUCH SUITRELIEF AND ENFORCEMENT AGAINST IT, ACTION ITS ASSETS AND ITS REVENUES IN ANY JURISDICTION, IN EACH CASE WITH RESPECT TO ANY MATTER ARISING OUT OF, OR OTHER PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYIN CONNECTION WITH, THIS AGREEMENT.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE (a) EACH OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, PURCHASERS AND THE PARENTSELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, AND EACH PARTICIPANT SUBMITS FOR ITSELF AND ITS PROPERTY AND ASSETS, TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE FOREGOING COURTS WITH RESPECT UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY, NEW YORK, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO SUCH DISPUTES. BY ACCEPTANCE THE TRANSACTION DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY AWARD MADE UNDER THIS AWARD AGREEMENTJUDGMENT IN RESPECT THEREOF, A PARTICIPANT AND THE PURCHASERS AND THE SELLERS HEREBY (I) WAIVES IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, IN SUCH FEDERAL COURT. THE PURCHASERS AND THE SELLERS HEREBY AGREE THAT A FINAL JUDGMENT IN ANY OBJECTION WHICH IT SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY NOW BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR HEREAFTER HAVE IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH OF THE PURCHASERS AND THE SELLERS HEREBY SUBMITS TO THE COURTS REFERRED TO ABOVE ON EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH NEW YORK STATE AND FEDERAL COURTS. THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT PURCHASERS AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDERSELLERS AGREE, (II) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, THAT PROCESS MAY BE SERVED ON THE PURCHASERS OR THE SELLERS IN THE SAME MANNER THAT NOTICES MAY BE GIVEN PURSUANT TO SECTION 8.5 HEREOF. (b) EACH OF THE PURCHASERS AND THE SELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN THE COURTS REFERRED TO ABOVE FOR ANY DISPUTE BETWEEN NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO WHICH MAY ARISE PURSUANT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (c) EACH PARTY TO THIS AWARD AGREEMENT HEREBY IRREVOCABLY AND ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN OF ANY SUIT, ACTION OR OTHER DISPUTE AND AGREES THAT ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY DOCUMENT AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING DISPUTE SHALL BE TRIED BEFORE DECIDED BY A COURT AND NOT BEFORE JUDGE SITTING WITHOUT A JURY.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE OF EACH PARTY CONSENTS TO PERSONAL JURISDICTION IN ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENTLEGAL ACTION, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT SUIT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, AND THE PARENT, AND EACH PARTICIPANT SUBMITS ITSELF AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF THE FOREGOING COURTS PROCEEDING WITH RESPECT TO THIS AGREEMENT IN ANY COURT, FEDERAL OR STATE, WITHIN NEW XXXX XXXXXX XX XXX XXXXXX XXXXXX DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK HAVING SUBJECT MATTER JURISDICTION AND, WITH RESPECT TO ANY SUCH DISPUTES. BY ACCEPTANCE OF ANY AWARD MADE UNDER THIS AWARD AGREEMENTCLAIM, A PARTICIPANT HEREBY (I) WAIVES EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW LAW, ANY OBJECTION WHICH IT CLAIM, OR ANY OBJECTION, THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE HAVE, THAT VENUE OR JURISDICTION IS NOT PROPER WITH RESPECT TO ANY SUCH LEGAL ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT IN NEW YORK COUNTY OR THE COURTS REFERRED UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, INCLUDING ANY CLAIM THAT SUCH LEGAL ACTION, SUIT OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT TO ABOVE ON PERSONAL JURISDICTION OR SERVICE OF PROCESS IN SUCH FORUM. EACH OF THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDERPARTIES HEREBY IRREVOCABLY WAIVES, (II) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN THE COURTS REFERRED TO ABOVE FOR ANY DISPUTE BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT AND ANY AWARD MADE HEREUNDERLAW, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYHEREBY.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE (a) EACH OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY HEREBY IRREVOCABLY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURGUNCONDITIONALLY SUBMITS, AND THE PARENT, AND EACH PARTICIPANT SUBMITS FOR ITSELF AND ITS RESPECTIVE PROPERTY AND ASSETS, TO THE EXCLUSIVE JURISDICTION OF ANY DELAWARE STATE COURT OR FEDERAL COURT OF THE FOREGOING COURTS WITH RESPECT UNITED STATES OF AMERICA SITTING IN NEW CASTLE COUNTY, DELAWARE, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO SUCH DISPUTES. BY ACCEPTANCE THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY AWARD MADE UNDER THIS AWARD AGREEMENTJUDGMENT IN RESPECT THEREOF, A PARTICIPANT AND THE BUYER AND SELLER HEREBY (I) WAIVES IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH DELAWARE STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, IN SUCH FEDERAL COURT. THE BUYER AND THE SELLER HEREBY AGREE THAT A FINAL JUDGMENT IN ANY OBJECTION WHICH IT SUCH ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY NOW BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR HEREAFTER HAVE IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH OF THE BUYER AND THE SELLER HEREBY SUBMITS TO THE COURTS REFERRED TO ABOVE ON EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH DELAWARE STATE AND FEDERAL COURTS. THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT BUYER AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDERSELLER AGREE, (II) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, THAT PROCESS MAY BE SERVED ON THE BUYER OR THE SELLER IN THE SAME MANNER THAT NOTICES MAY BE GIVEN PURSUANT TO SECTION 8.4 HEREOF. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY DELAWARE STATE OR FEDERAL COURT. EACH OF THE COURTS REFERRED BUYER AND SELLER HEREBY IRREVOCABLY WAIVES, TO ABOVE FOR THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY DISPUTE BETWEEN SUCH COURT. (c) EACH OF THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT AND ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND HEREBY IRREVOCABLY WAIVES ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUITACTION, ACTION PROCEEDING OR OTHER PROCEEDING COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYHEREBY.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE (a) EACH OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, PURCHASERS AND THE PARENTSELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, AND EACH PARTICIPANT SUBMITS FOR ITSELF AND ITS PROPERTY AND ASSETS, TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE FOREGOING COURTS WITH RESPECT UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY, NEW YORK, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO SUCH DISPUTES. BY ACCEPTANCE THE TRANSACTION DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY AWARD MADE UNDER THIS AWARD AGREEMENTJUDGMENT IN RESPECT THEREOF, A PARTICIPANT AND THE PURCHASERS AND THE SELLERS HEREBY (I) WAIVES IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, IN SUCH FEDERAL COURT. THE PURCHASERS AND THE SELLERS HEREBY AGREE THAT A FINAL JUDGMENT IN ANY OBJECTION WHICH IT SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY NOW BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR HEREAFTER HAVE IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH OF THE PURCHASERS AND THE SELLERS HEREBY SUBMITS TO THE COURTS REFERRED TO ABOVE ON EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH NEW YORK STATE AND FEDERAL COURTS. THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT PURCHASERS AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDERSELLERS AGREE, (II) WAIVES TO THE FULLEST EXTENT -23- PERMITTED BY LAW APPLICABLE LAW, THAT PROCESS MAY BE SERVED ON THE PURCHASERS OR THE SELLERS IN THE SAME MANNER THAT NOTICES MAY BE GIVEN PURSUANT TO SECTION 8.5 HEREOF. (b) EACH OF THE PURCHASERS AND THE SELLERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN THE COURTS REFERRED TO ABOVE FOR ANY DISPUTE BETWEEN NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO WHICH MAY ARISE PURSUANT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (c) EACH PARTY TO THIS AWARD AGREEMENT HEREBY IRREVOCABLY AND ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT OR ORDER OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN OF ANY SUIT, ACTION OR OTHER DISPUTE AND AGREES THAT ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY DOCUMENT AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING DISPUTE SHALL BE TRIED BEFORE DECIDED BY A COURT AND NOT BEFORE JUDGE SITTING WITHOUT A JURY.

Jurisdiction; Venue; Waiver of Jury Trial. BY ACCEPTANCE (a) EACH OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, BUYERS AND THE PARENTSELLER PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, AND EACH PARTICIPANT SUBMITS FOR ITSELF AND ITS PROPERTY AND ASSETS, TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE FOREGOING COURTS WITH RESPECT UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY, NEW YORK, AND ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO SUCH DISPUTES. BY ACCEPTANCE THE TRANSACTION DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY AWARD MADE UNDER THIS AWARD AGREEMENTJUDGMENT IN RESPECT THEREOF, A PARTICIPANT AND THE BUYERS AND THE SELLER PARTIES HEREBY (I) WAIVES IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, IN SUCH FEDERAL COURT. THE BUYERS AND THE SELLER PARTIES HEREBY AGREE THAT A FINAL JUDGMENT IN ANY OBJECTION WHICH IT SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY NOW BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR HEREAFTER HAVE IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH OF THE BUYERS AND THE SELLER PARTIES HEREBY SUBMITS TO THE COURTS REFERRED TO ABOVE ON EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH NEW YORK STATE AND FEDERAL COURTS. THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT BUYERS AND THE parent WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDERSELLER PARTIES AGREE, (II) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW APPLICABLE LAW, THAT PROCESS MAY BE SERVED ON THE BUYERS OR THE SELLER PARTIES IN THE SAME MANNER THAT NOTICES MAY BE GIVEN PURSUANT TO SECTION 8.4 HEREOF. (b) EACH OF THE BUYERS AND THE SELLER PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN THE COURTS REFERRED TO ABOVE FOR OF ANY DISPUTE BETWEEN THE PARTIES HERETO WHICH MAY ARISE PURSUANT ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT AND IN ANY AWARD MADE HEREUNDER, AND (III) AGREES THAT A JUDGMENT NEW YORK STATE OR ORDER FEDERAL COURT. EACH OF ANY COURT REFERRED TO ABOVE IN CONNECTION WITH ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT BUYERS AND THE PARENT WHICH MAY ARISE PURSUANT SELLER PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (c) EACH PARTY TO THIS AWARD AGREEMENT OR ANY AWARD MADE HEREUNDER IS CONCLUSIVE HEREBY IRREVOCABLY AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTICIPANT UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN OF ANY SUIT, ACTION OR OTHER DISPUTE AND AGREES THAT ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY DOCUMENT AND AGREES THAT ANY SUCH SUIT, ACTION OR OTHER PROCEEDING DISPUTE SHALL BE TRIED BEFORE DECIDED BY A COURT AND NOT BEFORE JUDGE SITTING WITHOUT A JURY.