Common use of Submission to Jurisdiction; Service Clause in Contracts

Submission to Jurisdiction; Service. Each party to this Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any action or proceeding arising out of or relating to this Agreement or the Transactions shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, and (e) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions in any court other than the Chosen Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of the other parties hereto (a) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (b) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and 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, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Submission to Jurisdiction; Service. (a) Each party to this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below)federal and state courts of the United States of America located in the State of Florida, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that any action actions or proceeding proceedings arising out of or relating to in connection with this Agreement or the Transactions transactions contemplated by this Agreement against any Company Related Party or any Parent Related Party shall be brought, tried and determined only in the Court of Chancery of the state and federal courts in Miami-Date Country, State of Delaware Florida (or, only if the Court of Chancery of the state and federal courts in Miami-Dade County, State of Delaware declines Florida decline to accept jurisdiction over a particular matter, any state or federal court within the State of DelawareFlorida) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions transactions contemplated by this Agreement against any Company Related Party or any Parent Related Party in any court other than the Chosen Courts, except to the extent that all such courts shall lawfully decline to exercise such jurisdiction and except that any party may seek to enforce or implement any Order obtained in any such courts or in any other court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. . (b) Notwithstanding anything to the foregoingcontrary contained herein, each Seller Related Party party to this Agreement acknowledges and each of the other parties hereto irrevocably agrees (ai) agrees that it will not bring or support any action, suit, claim or proceeding, cause of action, claim, cross-claim or third-party claim of any kind or of description, whether in law or in equity, whether in contract or in tort or otherwise, involving or against any of the Lenders or other Financing Sources or their respective Non-Party Affiliates in any way Affiliate thereof arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Debt Commitment Letters or the performance thereof thereunder shall be subject to the exclusive jurisdiction of any state or the transactions contemplated thereby, in any forum other than exclusively federal court sitting in the Supreme Court Borough of Manhattan in the City and State of New York, County and any appellate court from any thereof (it being understood and agreed that, notwithstanding the selection of New Yorksuch exclusive jurisdiction, or, if under applicable law exclusive jurisdiction is vested in any interpretation of “Company Material Adverse Effect” or any similar term shall be solely governed by the federal courts, Laws of the United States District Court for the Southern District State of New York (and appellate courts thereofFlorida), (bii) submits for itself and its property with respect not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such action to the exclusive jurisdiction of such courtsor proceeding in any other court, (ciii) agrees that service to waive any right to trial by jury in respect of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought or proceeding and (iv) that the Lenders and other Financing Sources and their respective Affiliates are express third-party beneficiaries of this Section 8.5(b). For clarity, in no event shall the provisions of this Section 8.5(b) apply to Parent, Rollover Investors or any of their respective Affiliates, regardless of whether any such courtPerson is a Lender, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now Financing Source or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawAffiliate thereof.

Submission to Jurisdiction; Service. (a) Each party to of this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts (as defined belowCourts”), (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court, (ciii) agrees that any action or proceeding Legal Actions arising out of in connection with or relating to this Agreement or the Transactions shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or Legal Action relating to this Agreement or the Transactions in any court other than the Chosen Courts. The parties Each party to this Agreement agree hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the Transactions: (A) any claim that mailing such party is not personally subject to the jurisdiction of process the Chosen Courts as described herein for any reason; (B) that it or other papers in connection with its property is exempt or immune from jurisdiction of any such action Chosen Court or proceeding in the manner provided in Section 8.7 or from any legal process commenced in such other manner as courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be permitted enforced in or by applicable Law, shall be valid and sufficient service thereof. such Chosen Courts. (b) Notwithstanding the foregoingSection 8.4 or Section 8.5(a), each Seller Related Party party to this Agreement acknowledges and each of the other parties hereto irrevocably agrees (ai) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or descriptionLegal Action, whether in law at Law or in equity, whether in contract Contract or in tort or otherwise, against any of the Financing Sources Lender Related Parties arising out of or their respective Non-Party Affiliates in any way relating to this Agreement or the Debt Commitment Letter or the performance thereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or Federal court), and any appellate court from any thereof, (ii) that any Legal Action, whether at Law or in equity, whether in Contract or in tort or otherwise, against any of the transactions contemplated by this AgreementLender Related Parties shall be governed by, including any dispute arising out of or relating and construed in any way to accordance with, the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court laws of the State of New York, County (iii) not to bring or permit any of New York, or, if under applicable law exclusive jurisdiction is vested their Affiliates to bring or support anyone else in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof)bringing any such Legal Action in any other court, (biv) submits for itself and its property with respect that the provisions of Section 8.6 shall apply to any such action to Legal Action and (v) that the exclusive jurisdiction Lender Related Parties are express third-party beneficiaries of such courts, this Section 8.5(b). (c) agrees that service of process, summons, notice or document by registered mail addressed Each party irrevocably consents to it at its address provided in Section 8.7 shall be effective the service of process against it for any such action brought outside the territorial jurisdiction of the courts referred to in Section 8.5(a) in any such courtLegal Action by mailing copies thereof by registered or certified United States mail, (d) waives and hereby irrevocably waivespostage prepaid, return receipt requested, to its address as specified in or pursuant to Section 8.7. However, the fullest extent permitted by law, any objection which it may now or hereafter have 91 foregoing shall not limit the right of a party to the laying effect service of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit process on the judgment or in other party by any other manner provided by lawlegally available method.

Submission to Jurisdiction; Service. Each party to this Agreement (a) To the fullest extent permitted by applicable Law, each of Parent, the Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders hereby irrevocably and unconditionally submits submits, for itself, himself or herself and its, his or her property, to the personal exclusive jurisdiction of the Chosen Courts Court of Chancery of the State of Delaware or, to the extent that the Court of Chancery of the State of Delaware is found to lack jurisdiction, then the Superior Court of the State of Delaware or, to the extent that both of the aforesaid courts are found to lack jurisdiction, then the United States District Court of the District of Delaware (as defined belowcollectively with any appellate courts thereof, the “Courts”), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from in any such courtaction, (c) agrees that any action suit or proceeding directly or indirectly arising out of or relating to this Agreement or the Transactions shall be broughtor to interpret, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state apply or federal court within the State of Delaware) (the “Chosen Courts”), (d) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, and (e) agrees that it will not bring any action arising out of or relating to enforce this Agreement or the Transactions in or for recognition or enforcement of any court other than the Chosen Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Lawjudgment relating thereto, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party and each of Parent, the other parties hereto Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders hereby irrevocably and unconditionally (a) agrees that it will not bring or support to commence any such action, cause of action, claim, cross-claim suit or third-party claim of any kind or description, whether proceeding except in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources or their respective Non-Party Affiliates in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof)such Courts, (b) submits for itself and its property with agrees that any claim in respect to of any such action to the exclusive jurisdiction of action, suit or proceeding may be heard and determined in such courtsCourts, (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it it, he or sha may now or hereafter have to the laying of venue ofof any such action, suit or proceeding in such Courts and (d) waives the defense of an inconvenient forum to the maintenance of, of any such action action, suit or proceeding in any such court Courts. To the fullest extent permitted by applicable Law, each of Parent, the Company, Merger Sub, Relevant Parent Insiders and (e) the Relevant Company Insiders agrees that a final judgment in any such action action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by action, suit or proceeding on the judgment or in any other manner provided by lawLaw. Each of Parent, the Company, Merger Sub, Relevant Parent Insiders and the Relevant Company Insiders irrevocably consents to service of process in the manner provided for notices in Section 9.07 or in any other manner permitted by applicable Law.

Submission to Jurisdiction; Service. Each (a) Subject to Section 8.5(b) below, each party to this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below)federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that any action actions or proceeding proceedings arising out of or relating to in connection with this Agreement or the Transactions transactions contemplated by this Agreement against any Company Related Party or any Parent Related Party shall be brought, tried and determined only in the Delaware Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions transactions contemplated by this Agreement against any Company Related Party or any Parent Related Party in any court other than the Chosen Courts, except to the extent that all such courts shall lawfully decline to exercise such jurisdiction and except that any party may seek to enforce or implement any Order obtained in any such courts or in any other court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party . (b) Each party to this Agreement acknowledges and each of the other parties hereto irrevocably agrees (ai) agrees that it will not bring any action or support any action, cause of action, claim, cross-claim or third-party claim of any kind or descriptionproceeding, whether in law or in equity, whether in contract or in tort or otherwise, against involving any of the Lenders or other Financing Sources or their respective Non-Party Affiliates in any way Affiliate thereof arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Debt Commitment Letter or the performance thereof thereunder shall be subject to the exclusive jurisdiction of any state or the transactions contemplated thereby, in any forum other than exclusively federal sitting in the Supreme Court Borough of Manhattan in the City and State of New York, County and any appellate court from any thereof (it being understood and agreed that, notwithstanding the selection of New Yorksuch exclusive jurisdiction, or, if under applicable law exclusive jurisdiction is vested the interpretation of “Company Material Adverse Effect” and whether there shall have occurred a “Company Material Adverse Effect” shall be determined in accordance with the Laws of the State of Delaware without regard to conflict of Laws principles that would result in the federal courts, application of the United States District Court for the Southern District Laws of New York (and appellate courts thereofanother jurisdiction), (bii) submits for itself and its property with respect not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such action to the exclusive jurisdiction of such courtsor proceeding in any other court, (ciii) agrees that service to waive any right to trial by jury in respect of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and 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, and the defense of an inconvenient forum to the maintenance of, any such action in any such court proceeding and (eiv) agrees that a final judgment in any such action shall be conclusive the Lenders and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawFinancing Sources and their respective Affiliates are express third-party beneficiaries of this Section 8.5(b).

Submission to Jurisdiction; Service. (a) Each party to this Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below)federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any action actions or proceeding proceedings (whether at law, in equity, in contract, tort or otherwise) arising out of or relating to in connection with this Agreement or the Transactions transactions contemplated by this Agreement, the Financing Commitments or the Limited Guarantee shall be brought, tried and determined only in the Delaware Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (d) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum, forum and (e) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions transactions contemplated by this Agreement in any court other than the Chosen Courtsaforesaid courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 9.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. . (b) Notwithstanding anything in Section 9.5(a) to the foregoingcontrary, each Seller Related Party and each of the other parties hereto (a) agrees that it will not bring or support any actionaction or proceeding (whether at law, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in contract, tort or otherwise, ) against the Financing Sources Forward Purchasers or their respective Non-Party Affiliates any other Persons that have committed to provide or otherwise entered into agreements in connection with the Forward Purchase Commitment or other financings in connection with the transactions contemplated hereby, including any joinder agreements or credit agreements relating thereto (each such Person, a “Forward Purchase Commitment Party”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Forward Purchase Commitment Letter or the performance thereof or the transactions contemplated therebythereof, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law Law exclusive jurisdiction is vested in the federal Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The provisions of this Section 9.5(b) shall be enforceable by each Forward Purchase Commitment Party, (b) submits for itself its Affiliates and its property with respect to their respective successors and permitted assigns, and shall not modify any such action rights or lack thereof vis-à-vis the Forward Purchase Commitment Parties which are set forth solely between the parties to the exclusive jurisdiction of such courts, (c) agrees that service of process, summons, notice Forward Purchase Commitment Letter or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives other financing documents and 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, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawnot hereunder.

Submission to Jurisdiction; Service. (a) Each party to this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below)federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that any action actions or proceeding proceedings arising out of or relating to in connection with this Agreement or the Transactions transactions contemplated by this Agreement against any party hereto or any Company Related Parties or Parent Related Parties (other than the Lenders and the Debt Financing Parties) shall be brought, tried and determined only in the Delaware Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions transactions contemplated by this Agreement against any party hereto or any Company Related Parties or Parent Related Parties (other than the Lenders and the Debt Financing Parties) in any court other than the Chosen Courtsaforesaid courts, except to the extent that all such courts shall lawfully decline to exercise such jurisdiction and except that any party may seek to enforce or implement any Order obtained in any such courts or in any other court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each Seller Related Party . (b) Each party to this Agreement acknowledges and each of the other parties hereto irrevocably agrees (ai) agrees that it will not bring or support any action, cause of actionlawsuit, claim, cross-claim complaint, action or third-party claim of any kind or descriptionproceeding (each, an “Action”), whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources Parties that arises out of, or their respective Non-Party Affiliates in any way relating to this Agreement or any of relates to, the transactions contemplated by this Agreementhereby, including any dispute arising out of or relating in any way to the Debt Commitment Letters, the Debt Financing or the performance thereof of services thereunder shall be subject to the exclusive jurisdiction of any state or the transactions contemplated thereby, in any forum other than exclusively federal court sitting in the Supreme Court Borough of the State of Manhattan, New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and any appellate courts thereof), (b) court thereof and each party to this Agreement hereto submits for itself and its property with respect to any such action Action to the exclusive jurisdiction of such courtscourt, (cii) agrees not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Action in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to it any parties to this Agreement at its address their respective addresses provided in Section 8.7 shall be effective service of process against it them for any such action Action brought in any such court, (div) waives to waive and hereby irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action Action in any such court court, (v) to waive and hereby waive any right to trial by jury in respect of any such Action, (evi) agrees that a final judgment in any such action Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw, (vii) that any claim, controversy or dispute arising in connection with any Debt Commitment Letters or any Debt Financing or the performance of services thereunder or related thereto shall be governed by, and construed in accordance with, the laws of the State of New York, (viii) that the Debt Financing Parties are beneficiaries of any liability cap or limitation on damages or remedies in this Agreement and (ix) that the Debt Financing Parties are express third party beneficiaries of, and may enforce, any provisions in this Agreement reflecting the foregoing agreements to the extent applicable to such Debt Financing Parties.

Submission to Jurisdiction; Service. (a) Each party to of this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts (as defined belowCourts”), (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court, (ciii) agrees that any action or proceeding Legal Actions arising out of in connection with or relating to this Agreement or the Transactions shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or Legal Action relating to this Agreement or the Transactions in any court other than the Chosen Courts. The parties Each party to this Agreement agree hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the Transactions: (A) any claim that mailing such party is not personally subject to the jurisdiction of process the Chosen Courts as described herein for any reason; (B) that it or other papers in connection with its property is exempt or immune from jurisdiction of any such action Chosen Court or proceeding in the manner provided in Section 8.7 or from any legal process commenced in such other manner as courts (whether through service of process, attachment prior to judgment, attachment Table of Contents in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court is brought in an inconvenient forum, (y) the venue of such Legal Action is improper or (z) this Agreement, or the subject matter hereof, may not be permitted enforced in or by applicable Law, shall be valid and sufficient service thereof. such Chosen Courts. (b) Notwithstanding the foregoingSection 8.4 or Section 8.5(a), each Seller Related Party party to this Agreement acknowledges and each of the other parties hereto irrevocably agrees (ai) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or descriptionLegal Action, whether in law at Law or in equity, whether in contract Contract or in tort or otherwise, against any of the Financing Sources Lender Related Parties arising out of or their respective Non-Party Affiliates in any way relating to this Agreement or the Debt Commitment Letter or the performance thereunder shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or Federal court), and any appellate court from any thereof, (ii) that any Legal Action, whether at Law or in equity, whether in Contract or in tort or otherwise, against any of the transactions contemplated by this AgreementLender Related Parties shall be governed by, including any dispute arising out of or relating and construed in any way to accordance with, the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court laws of the State of New York, County (iii) not to bring or permit any of New York, or, if under applicable law exclusive jurisdiction is vested their Affiliates to bring or support anyone else in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof)bringing any such Legal Action in any other court, (biv) submits for itself and its property with respect that the provisions of Section 8.6 shall apply to any such action to the exclusive jurisdiction of such courts, (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought in any such court, (d) waives and 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, and the defense of an inconvenient forum to the maintenance of, any such action in any such court Legal Action and (ev) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLender Related Parties are express third-party beneficiaries of this Section 8.5(b).

Submission to Jurisdiction; Service. (a) Each party to this Agreement (ai) irrevocably and unconditionally submits to the personal jurisdiction of the Chosen Courts (as defined below)federal and state courts of the United States of America located in the State of Florida, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (ciii) agrees that any action actions or proceeding proceedings arising out of or relating to in connection with this Agreement or the Transactions transactions contemplated by this Agreement against any Company Related Party or any Parent Related Party shall be brought, tried and determined only in the Court of Chancery of the state and federal courts in Xxxxx County, State of Delaware Florida (or, only if the Court of Chancery of the state and federal courts in Xxxxx County, State of Delaware declines Florida decline to accept jurisdiction over a particular matter, any state or federal court within the State of DelawareFlorida) (the “Chosen Courts”), (div) waives any claim of improper venue or any claim that the Chosen Courts those courts are an inconvenient forum, forum and (ev) agrees that it will not bring any action arising out of or relating to this Agreement or the Transactions transactions contemplated by this Agreement against any Company Related Party or any Parent Related Party in any court other than the Chosen Courts, except to the extent that all such courts shall lawfully decline to exercise such jurisdiction and except that any party may seek to enforce or implement any Order obtained in any such courts or in any other court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. . (b) Notwithstanding anything to the foregoingcontrary contained herein, each Seller Related Party party to this Agreement acknowledges and each of the other parties hereto irrevocably agrees (ai) agrees that it will not bring or support any action, suit, claim or proceeding, cause of action, claim, cross-claim or third-party claim of any kind or of description, whether in law or in equity, whether in contract or in tort or otherwise, involving or against any of the Lenders or other Financing Sources or their respective Non-Party Affiliates in any way Affiliate thereof arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Debt Commitment Letter or the performance thereof thereunder shall be subject to the exclusive jurisdiction of any state or the transactions contemplated thereby, in any forum other than exclusively federal court sitting in the Supreme Court Borough of Manhattan in the City and State of New York, County and any appellate court from any thereof (it being understood and agreed that, notwithstanding the selection of New Yorksuch exclusive jurisdiction, or, if under applicable law exclusive jurisdiction is vested in any interpretation of “Company Material Adverse Effect” or any similar term shall be solely governed by the federal courts, Laws of the United States District Court for the Southern District State of New York (and appellate courts thereofFlorida), (bii) submits for itself and its property with respect not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such action to the exclusive jurisdiction of such courtsor proceeding in any other court, (ciii) agrees that service to waive any right to trial by jury in respect of process, summons, notice or document by registered mail addressed to it at its address provided in Section 8.7 shall be effective service of process against it for any such action brought or proceeding and (iv) that the Lenders and other Financing Sources and their respective Affiliates are express third-party beneficiaries of this Section 8.5(b). For clarity, in no event shall the provisions of this Section 8.5(b) apply to Parent, Rollover Investors or any of their respective Affiliates, regardless of whether any such courtPerson is a Lender, (d) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now Financing Source or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (e) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawAffiliate thereof.