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

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. 5.5.1 Any proceeding or action Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any state court the Court of Chancery of the State of Florida Delaware or, in the case of claims if such court declines to which the federal courts have subject matter exercise jurisdiction, any federal or state court of the United States of America, in either case, located in the State of FloridaNew York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 20. 5.5.1. 5.5.2 EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 2022. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. Any (a) Except as provided below, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or action based upon, on any matter arising out of or related to in connection with, this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States District Court for the Southern District of America, New York or any New York State court sitting in either case, located in the State of FloridaNew York City, and each of the parties hereby irrevocably submits consents to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding or actionand irrevocably waives, waives to the fullest extent permitted by law, any objection which it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or action shall be heard and determined only in any such courtcourt or that any such suit, and agrees not to bring any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby which is brought in any other courtsuch court has been brought in an inconvenient forum. Nothing herein contained shall Process in any such suit, action or proceeding may be deemed to affect served on any party anywhere in the right world, whether within or without the jurisdiction of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. such court. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM SUCH ANCILLARY SUIT, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF PROCEEDING BROUGHT IN ANY COURT REFERRED TO IN THIS AGREEMENTSECTION.

Jurisdiction; Waiver of Jury Trial. Any In any judicial proceeding involving any dispute, controversy or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each of claim between the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action hereto arising out of or relating to this Agreement Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the transactions contemplated hereby State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each caserequired by such courts, to enforce judgments obtained in any actionthe fullest extent permitted by Law, suit or proceeding brought service of process may be made by delivery provided pursuant to this the directions in Section 207.2. EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A LAW TRIAL BY JURY OF IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related The parties hereby irrevocably and unconditionally consent to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each of the parties irrevocably submits submit to the exclusive jurisdiction of each such court the state and federal courts located in the Borough of Manhattan, State of New York for any such proceeding actions, suits or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action proceedings arising out of or relating to this Agreement or and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought pursuant to in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in this Section 203.8 shall be deemed effective service of process on such party. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each Each of the parties hereto irrevocably submits to the exclusive jurisdiction of each the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court in does not have subject matter jurisdiction over any such proceeding or action, waives any objection it may now suit or hereafter have to personal jurisdictionproceeding (each, venue or to convenience a “Proceeding”), the federal courts of forumthe United States of America located in the State of Delaware, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action all matters arising out of or relating to this Letter Agreement, the interpretation and enforcement of the provisions of this Letter Agreement, and of the documents referred to in this Letter Agreement, and hereby waives, and agrees not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or of any such document, that (i) it is not subject thereto, (ii) such Proceeding may not be brought or is not maintainable in said courts, (iii) the venue thereof may not be appropriate or (iv) this Letter Agreement or any such document may not be enforced in or by such courts, and each of the transactions contemplated hereby in any other court. Nothing herein contained parties hereto irrevocably agrees that all claims with respect to such Proceeding shall be deemed heard and determined exclusively in such courts. The parties hereto irrevocably consent and submit to affect the personal jurisdiction of such courts in respect of the interpretation and enforcement of the provisions of this Letter Agreement. Each party hereto acknowledges and agrees that any controversy that may arise under this Letter Agreement is likely to involve complicated and difficult issues, and therefore each party hereto irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any party to serve process in any manner permitted by law Proceeding directly or to commence legal proceedings indirectly arising out of or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant relating to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTLetter Agreement.

Jurisdiction; Waiver of Jury Trial. Any (a) Each Secured Party and, by its consent hereto, each Loan Party irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding or action based upon, arising out of or related relating to this Agreement Agreement. To the fullest extent permitted by applicable law, each Secured Party and, by its consent hereto, each Loan Party irrevocably waives and agrees not to assert, by way of motion, as a defense or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdictionotherwise, any federal court of the United States of America, in either case, located in the State of Florida, and each of the parties irrevocably submits claim that it is not subject to the exclusive jurisdiction of each such court in any such proceeding or actioncourt, waives any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or action shall be heard and determined only brought in any such courtcourt and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) Each Secured Party and, by its consent hereto, each Loan Party agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 24(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and agrees not may be enforced in the courts of the United States or the State of New York (or any other courts to bring the jurisdiction of which it or any proceeding of its assets is or may be subject) by a suit upon such judgment. (c) Each Secured Party and, by its consent hereto, each Loan Party hereby waives trial by jury in any action arising out of brought on or relating with respect to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process document executed in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTconnection herewith.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out Each of or related the parties hereto hereby irrevocably and unconditionally consents to this Agreement or submit to the transactions contemplated hereby shall be brought in any state court sole and exclusive jurisdiction of the Court of Chancery of the State of Florida orDelaware, in or to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court of the United States of America, in either case, located sitting in the State of Florida, and each of Delaware (the parties irrevocably submits to the exclusive jurisdiction of each such court in “Chosen Courts”) for any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action litigation arising out of or relating to this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or the transactions contemplated hereby claim in any other courtChosen Court that such litigation brought therein has been brought in any inconvenient forum. Nothing herein contained shall be deemed Each of the parties hereto agrees, (i) to affect the right extent such party is not otherwise subject to service of any party to serve process in any manner permitted by law or the State of Delaware, to commence appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal proceedings or otherwise proceed against any other process and (ii) that service of process may also be made on such party in any other jurisdiction, accordance with the notice provisions contained in each case, to enforce judgments obtained in any action, suit or proceeding brought Section 9 above. Service made pursuant to this Section 20(i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HERETO OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or action based upon, on any matter arising out of or related to in connection with, this Agreement or the transactions contemplated hereby shall be exclusively brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of FloridaNew York or any New York state court, and each of the parties hereby irrevocably submits consents to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding or actionand irrevocably waives, waives to the fullest extent permitted by law, any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or action shall be heard and determined only in any such courtcourt or that any such suit, and agrees not to bring any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby brought in any other such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing herein contained Without limiting the foregoing, each Party agrees that service of process on such Party in the manner provided in Section 9.3 shall be deemed to affect the right effective service of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20on such Party. EACH PARTY HERETO OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or action Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall Transactions must be brought in any state court the Court of Chancery of the State of Florida Delaware (or, in to the case of claims to which the federal courts extent such court does not have subject matter jurisdiction, any federal court the Complex Commercial Litigation Division of the Delaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, in the United States District Court for the District of America, in either case, located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law or to commence legal proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES11.14. (b) Each party acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand therefore each such party hereby irrevocably, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTunconditionally and voluntarily waives any right such party may have to a trial by jury in respect of any Action directly or indirectly arising out of or relating to this Agreement or any of the Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or action Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall Transactions must be brought in any state court the Court of Chancery of the State of Florida Delaware (or, in to the case of claims to which the federal courts extent such court does not have subject matter jurisdiction, any federal court the Complex Commercial Litigation Division of the Delaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, in the United States District Court for the District of America, in either case, located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law or to commence legal proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES10.14. (b) Each party acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand therefore each such party hereby irrevocably, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTunconditionally and voluntarily waives any right such party may have to a trial by jury in respect of any Action directly or indirectly arising out of or relating to this Agreement or any of the Transactions.

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding or action (an “Action”) based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any state court the Court of Chancery of the State of Florida Delaware or, in the case of claims if such court declines to which the federal courts have subject matter exercise jurisdiction, any federal court of the United States of America, in either case, or state court located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 203.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out (a) Each of or related the parties to this Agreement or (i) consents to submit itself to the transactions contemplated hereby shall be brought in any state court exclusive personal jurisdiction of the Court of Chancery of the State of Florida Delaware, New Castle County, or, in the case of claims to which the federal courts if that court does not have subject matter jurisdiction, any a federal court of the United States of Americasitting in Wilmington, in either case, located in the State of Florida, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court Delaware in any such action or proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or any of the transactions contemplated hereby Transactions, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees not to assert as a defense, counterclaim or otherwise 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 judgments, attachments prior to judgment, attachments in advance of execution of judgment, execution of judgment or otherwise), and (v) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the Transactions in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9.1. Nothing herein contained in this Section 9.5(a), however, shall be deemed to affect the right of any party to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. Law. (b) EACH PARTY HERETO HEREBY OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS.

Jurisdiction; Waiver of Jury Trial. Any (a) The parties hereto agree that any suit, action or proceeding seeking to enforce any provisions of, or action based upon, on any matter arising out of or related to in connection with, this Agreement or and the transactions contemplated hereby shall may only be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States District Court for the Southern District of America, in either case, located New York or any New York State court sitting in the State Borough of FloridaManhattan in New York City, and each of the parties irrevocably submits hereby consents to the exclusive jurisdiction of each such court courts (and of the corresponding appellate courts) in any such suit, action or proceeding or actionand irrevocably waives, waives to the fullest extent permitted by law, any objection which it may now or hereafter have to personal jurisdictionthe venue of any such suit, venue action or to convenience proceeding in any of those courts or that any such suit, action or proceeding which is brought in any of those courts has been brought in an inconvenient forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only . Process in any such courtsuit, and agrees not to bring action or proceeding may be served on any proceeding party anywhere in the world, whether within or action arising out of or relating to this Agreement or without the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right jurisdiction of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. EACH PARTY such court. (b) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND UNCONDITIONALLY WAIVES, ALL RIGHTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any state court the Court of Chancery of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action any such Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party (a) to serve process in any manner permitted by law or (b) to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each casethe case of this clause (b), to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 203.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida Delaware or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 2022. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding or action (an “Action”) based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any state court the Court of the Southern District of Texas in the State of Florida Texas or, in the case of claims if such court declines to which the federal courts have subject matter exercise jurisdiction, any federal or state court of the United States of America, in either case, located in the State of FloridaXxxxxx County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 203.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding or action (an “Action”) based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any state court the Court of Chancery of the State of Florida Delaware or, in the case of claims if such court declines to which the federal courts have subject matter exercise jurisdiction, any federal or state court of the United States of America, in either case, located in the State of FloridaNew York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 204.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any the state court and federal courts of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, New York located in the State of FloridaNew York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 2011.14. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out Each of or related the parties hereto hereby irrevocably and unconditionally consents to this Agreement or submit to the transactions contemplated hereby shall be brought in any state court sole and exclusive jurisdiction of the Court of Chancery of the State of Florida orDelaware, in or to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court of the United States of America, in either case, located sitting in the State of Florida, and each of Delaware (the parties irrevocably submits to the exclusive jurisdiction of each such court in “Chosen Courts”) for any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action litigation arising out of or relating to this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or the transactions contemplated hereby claim in any other courtChosen Court that such litigation brought therein has been brought in any inconvenient forum. Nothing herein contained shall be deemed Each of the parties hereto agrees, (i) to affect the right extent such party is not otherwise subject to service of any party to serve process in any manner permitted by law or the State of Delaware, to commence appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal proceedings or otherwise proceed against any other process and (ii) that service of process may also be made on such party in any other jurisdiction, accordance with the notice provisions contained in each case, to enforce judgments obtained in any action, suit or proceeding brought Section 13 above. Service made pursuant to this Section 20(i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HERETO OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding The parties hereto agree that any Proceeding seeking to enforce any provision of, or action based upon, on any matter arising out of or related to in connection with, this Agreement or the transactions contemplated hereby Transactions shall be brought in any state court of the State of Florida or, in the case of claims to which the competent courts (federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located and state) in the State of FloridaNew York, subject to the arbitration provisions in Section 11.03(g), and each of the parties hereby irrevocably submits consents to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such proceeding or actionProceeding and irrevocably waives, waives to the fullest extent permitted by law, any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the proceeding or action shall be heard and determined only venue of any such Proceeding in any such court, and agrees not to bring court or that any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby such Proceeding brought in any other such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing herein contained Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.01 shall be deemed to affect the right effective service of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20on such party. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO ABSOLUTELY WAIVES THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM DISPUTE IN CONNECTION WITH, ARISING UNDER OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction; Waiver of Jury Trial. Any Section 13 of this Agreement is replaced in its entirety with the following: (i) With respect to any suit, action or proceeding or action based upon, arising out of or related relating to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or("PROCEEDINGS"), in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each of the parties party irrevocably submits to the exclusive jurisdiction of each such the state or federal courts located in New York County, New York; PROVIDED, that the parties acknowledge that any appeals from those courts may have to be heard by a court located outside of New York County, New York, and, PROVIDED, FURTHER, that nothing in this agreement shall be deemed or operate to preclude either party from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court order in its favor. Each party hereto expressly submits and consents in advance to such proceeding jurisdiction in any action or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only suit commenced in any such court, and agrees not waives any objection which it may have based upon lack of personal jurisdiction, improper venue or FORUM NON CONVENIENS and hereby consents to bring the granting of such legal or equitable relief as is deemed appropriate by such court. (ii) Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that disputes arising hereunder or relating hereto be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all right to trial by jury in any proceeding Proceedings brought to resolve any dispute, whether sounding in contract, tort, or action otherwise, between the parties hereto arising out of of, connected with, related to, or relating incidental to the relationship established in connection with, this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTAgreement."

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any court or federal court of the United States of AmericaAmerica sitting in New York City, and any appellate court from any thereof, in either caseany action or proceeding arising out of or relating to this Agreement, located in the State or for recognition or enforcement of Floridaany judgment, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction and unconditionally agrees that all claims in respect of each any such court action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or actionin any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally waives, waives to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to personal jurisdictionthe laying of venue of any suit, venue action or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other New York State or federal court. Nothing herein contained shall be deemed Each of the parties hereto hereby irrevocably waives, to affect the right fullest extent permitted by law, the defense of any party an inconvenient forum to serve process the maintenance of such action or proceeding in any manner permitted such court. (c) Each of the parties hereto hereby irrevocably waives all right to trial by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained jury in any action, suit proceeding or proceeding brought pursuant counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTAgreement.

Jurisdiction; Waiver of Jury Trial. Any judicial proceeding involving any dispute, controversy or action claim based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court the Delaware Court of Chancery, and if the State Delaware Court of Florida or, in the case of claims to which the federal courts Chancery does not have subject matter or take jurisdiction, any other federal court of the United States of America, in either case, or state courts located in the State of FloridaDelaware, and each of the parties Parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionjudicial proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding dispute, controversy or action claim shall be heard and determined only in any such court, and agrees not to bring any proceeding dispute, controversy or action claim arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or judicial proceeding brought pursuant to this Section 205(h). EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY JUDICIAL PROCEEDING BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, Action arising out of or related relating to this Agreement or the transactions contemplated hereby shall may be brought in any state court the Supreme Court of the State of Florida New York in New York County, or, if it has or can acquire jurisdiction, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States District Court for the Southern District of America, in either case, located in the State of FloridaNew York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address set forth in Section 12.3 above shall be deemed effective service of process for any Action with respect to affect the right of any party matters to serve process which it has submitted to jurisdiction in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 2012.15 or otherwise. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON RELATED TO OR ARISING OUT OF THIS AGREEMENTAGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each Each of the parties hereto irrevocably submits to the exclusive jurisdiction of each the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court in does not have subject matter jurisdiction over any such proceeding or action, waives any objection it may now suit or hereafter have to personal jurisdictionproceeding (each, venue or to convenience a "Proceeding"), the federal courts of forumthe United States of America located in the State of Delaware, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action all matters arising out of or relating to this Letter Agreement, the interpretation and enforcement of the provisions of this Letter Agreement, and of the documents referred to in this Letter Agreement, and hereby waives, and agrees not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or of any such document, that (i) it is not subject thereto, (ii) such Proceeding may not be brought or is not maintainable in said courts, (iii) the venue thereof may not be appropriate or (iv) this Letter Agreement or any such document may not be enforced in or by such courts, and each of the transactions contemplated hereby in any other court. Nothing herein contained parties hereto irrevocably agrees that all claims with respect to such Proceeding shall be deemed heard and determined exclusively in such courts. The parties hereto irrevocably consent and submit to affect the personal jurisdiction of such courts in respect of the interpretation and enforcement of the provisions of this Letter Agreement. Each party hereto acknowledges and agrees that any controversy that may arise under this Letter Agreement is likely to involve complicated and difficult issues, and therefore each party hereto irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any party to serve process in any manner permitted by law Proceeding directly or to commence legal proceedings indirectly arising out of or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant relating to this Section 20. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTLetter Agreement.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, Each Party agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring Proceeding against any proceeding or action Party hereto arising out of or relating to this Agreement or any of the transactions contemplated hereby Contemplated Transactions shall only be brought in any other courtfederal or state court located in the State of Delaware, and each Party hereby submits to the exclusive jurisdiction of such courts for the purpose of any such Proceeding. Nothing herein contained Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 12.3 shall be deemed effective service of process for any Proceeding in the State of Delaware with respect to affect the right of any party matters to serve process which it has submitted to jurisdiction in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 2012.4. EACH PARTY HERETO (ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE SUBSIDIARIES) HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, THE SCHEDULES, AND ANY CERTIFICATE OR OTHER DOCUMENT REQUIRED TO BE DELIVERED HEREBY OR (B) THE TRANSACTIONS CONTEMPLATED HEREBY. Each Party (a) certifies that no representative, agent or attorney of any Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 12.4.

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding or action (an “Action”) based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any state court the Court of Chancery of the State of Florida Delaware or, in the case of claims if such court declines to which the federal courts have subject matter exercise jurisdiction, any federal or state court of the United States of America, in either case, located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 3.2 for the giving of notices and in any other manner permitted by applicable law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 203.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any judicial proceeding or action based upon, brought against any of the Parties on any dispute arising out of or related to this Agreement or the transactions contemplated hereby shall any matter related hereto may be brought in any state court the courts of the State of Florida orDelaware, in the case of claims to which the federal courts have subject matter jurisdictionNew Castle County, any federal court of or the United States District Court for the District of America, in either case, located in the State of FloridaDelaware, and by execution and delivery of this Agreement, each of the parties irrevocably submits to Parties accepts the exclusive jurisdiction of each such court courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. The prevailing Party in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action litigation shall be heard entitled to receive from the losing Party all costs and determined only expenses, including reasonable counsel fees, incurred by the prevailing Party. Each Party consents to process being served in any such court, action or proceeding by the mailing of a copy thereof to the address for notices to it set forth in Section 7.4 and agrees not to bring any proceeding that such service shall constitute good and sufficient service of process or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtnotice thereof. Nothing herein contained in this paragraph shall be deemed to affect the or eliminate any right of any party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20law. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT THAT SUCH PARTY IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF THIS AGREEMENTCONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby hereby, shall be brought in any the state court and federal courts of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, New York located in the State of FloridaNew York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 2011.13. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court (a) Each of the State parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of Florida, and each Illinois or any Illinois state court in the event any dispute arises out of this Agreement or any of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actiontransactions contemplated by this Agreement, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (ii) agrees that all claims in respect of the proceeding it will not attempt to deny or action shall be heard and determined only in defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not to bring any proceeding or action arising out of or Action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than a federal or state court sitting in the State of Illinois, except as contemplated by Section 4 of the Escrow Agreement and (iv) each of the parties hereto agrees that each of the other parties shall have the right to bring any Action or proceeding for enforcement of a judgment entered by any federal court located in the State of Illinois or any Illinois state court in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law court or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. . (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION LITIGATION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (an “Action”) based upon or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any state court the Court of Chancery of the State of Florida Delaware or, in the case of claims if such court declines to which the federal courts have subject matter exercise jurisdiction, any federal or state court of the United States of America, in either case, located in the State of FloridaDelaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 4.2 for the giving of notices and in any other manner permitted by applicable law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 204.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. Any The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or action based upon, on any matter arising out of or related to in connection with, any of this Agreement or Agreement, the other Transaction Documents, the Mergers and the other transactions contemplated hereby and thereby shall be exclusively brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of FloridaDelaware or any Delaware state court, and each of the parties Parties hereby irrevocably submits consents to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding or actionand irrevocably waives, waives to the fullest extent permitted by law, any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or action shall be heard and determined only in any such courtcourt or that any such suit, and agrees not to bring any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby brought in any other such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing herein contained Without limiting the foregoing, each Party agrees that service of process on such Party in the manner provided in Section 10.3 shall be deemed to affect the right effective service of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20on such Party. EACH PARTY HERETO OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE MERGERS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.

Jurisdiction; Waiver of Jury Trial. Any (a) Except as provided below, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or action based upon, on any matter arising out of or related to in connection with, this Agreement or the transactions contemplated hereby shall be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States District Court for the Southern District of America, New York or any New York State court sitting in either case, located in the State of FloridaNew York County, and each of the parties hereby irrevocably submits consents to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding or actionand irrevocably waives, waives to the fullest extent permitted by law, any objection which it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or action shall be heard and determined only in any such courtcourt or that any such suit, and agrees not to bring any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby which is brought in any other courtsuch court has been brought in an inconvenient forum. Nothing herein contained shall Process in any such suit, action or proceeding may be deemed to affect served on any party anywhere in the right world, whether within or without the jurisdiction of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20. such court. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM SUCH ANCILLARY SUIT, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF PROCEEDING BROUGHT IN ANY COURT REFERRED TO IN THIS AGREEMENTSECTION.

Jurisdiction; Waiver of Jury Trial. Any proceeding or action based upon, arising out Each of or related the parties hereto hereby irrevocably and unconditionally consents to this Agreement or submit to the transactions contemplated hereby shall be brought in any state court sole and exclusive jurisdiction of the Court of Chancery of the State of Florida orDelaware, in or to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court of the United States of America, in either case, located sitting in the State of Florida, and each of Delaware (the parties irrevocably submits to the exclusive jurisdiction of each such court in “Chosen Courts”) for any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action litigation arising out of or relating to this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or the transactions contemplated hereby claim in any other courtChosen Court that such litigation brought therein has been brought in any inconvenient forum. Nothing herein contained shall be deemed Each of the parties hereto agrees, (i) to affect the right extent such party is not otherwise subject to service of any party to serve process in any manner permitted by law or the State of Delaware, to commence appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal proceedings or otherwise proceed against any other process and (ii) that service of process may also be made on such party in any other jurisdiction, accordance with the notice provisions contained in each case, to enforce judgments obtained in any action, suit or proceeding brought Section 12 above. Service made pursuant to this Section 20(i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HERETO OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. 8.12.1. Any suit, action or proceeding seeking to enforce any provision of, or action based upon, on any matter arising out of or related to in connection with, this Agreement or the transactions contemplated hereby shall may be brought in any state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America, in either case, located in the State of FloridaDelaware or any Delaware state court, and each of the parties irrevocably hereby, on behalf of themselves and their subsidiaries, (i) consents and submits itself and its property to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such proceeding suit, action or actionproceeding, waives (ii) consents to and submits itself and its property to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding, and (iii) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or action shall be heard and determined only in any such courtcourt or that any such suit, and agrees not to bring any action or proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby brought in any other such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing herein contained Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.3 shall be deemed to affect the right effective service of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 20on such party. 8.12.2. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or action Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall may be brought in any state court of the State of Florida Delaware Chancery Court (or, in if the case of claims to which the federal courts have subject matter jurisdictionDelaware Chancery Court shall be unavailable, then any federal court of the United States of America, in either case, located America sitting in the State of FloridaDelaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or actionAction, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action such Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding Action brought pursuant to this Section 2012.14(a). (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVESEach party hereto (i) certifies that no representative, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWagent or attorney of any other party has represented, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENTexpressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 12.14(b).