Common use of Submission to Jurisdiction; Waiver Clause in Contracts

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Sub irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respect.

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Sub (and any Assignee) irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in by the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and Sub (and any Assignee) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring to commence any action litigation relating to this Agreement or the transactions contemplated hereby thereto except in any court other than the aforesaid such courts. Each of the Company, Parent and Sub (and any Assignee) hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Notwithstanding the foregoing, each such party irrevocably agrees that service each of all process in the other parties shall have the right to bring any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any a judgment entered by the aforesaid courts in respect hereof brought by any other party hereto court or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respectjurisdiction.

Submission to Jurisdiction; Waiver. Each of the Company, Stockholder Representative, Parent and Merger Sub irrevocably agrees (a) that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any the other party hereto or its successors or permitted assigns shall may be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Stockholder Representative, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts courts, and agrees (b) (1) to the extent such party is not otherwise subject to service or process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process, or (2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that it will not bring any action relating service made pursuant to this Agreement (b)(1) or (2) above shall, to the transactions contemplated hereby in any court other than fullest extent permitted by applicable law, have the aforesaid courtssame legal force and effect as if served upon such party personally within the State of Delaware. Each of the Company, Stockholder Representative, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respect.

Submission to Jurisdiction; Waiver. Each of the Company, Parent parties hereto hereby irrevocably and Sub irrevocably agrees that unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or the transactions contemplated hereby Amendment, or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in thereof, to the Delaware Court exclusive general jurisdiction of Chancery and any state appellate court therefrom within the courts of the State of Delaware (orNew York, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each courts of the CompanyUnited States for the Southern District of New York, Parent and Sub hereby irrevocably submits with regard to appellate courts from any thereof, in each case, located in the Borough of Manhattan; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.8, (b) that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal such action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), return receipt requestedpostage prepaid, to such party the Borrower, as the case may be at its address set forth in Section 9.2 and 10.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that any such nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall be sufficient limit the right to confer personal jurisdiction over such party xxx in such any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 15 any special, exemplary, punitive or consequential damages; provided that nothing contained in this Section 15 shall limit the Borrower’s indemnity and shall otherwise constitute effective and binding service reimbursement obligations to the extent set forth in every respectSection 10.5 of the Credit Agreement.

Submission to Jurisdiction; Waiver. Each For the purposes of this Agreement only, each of the CompanyRepresentatives, Parent the Major Stockholders, the Company and Sub Tekelec irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other a party hereto or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court state courts of Chancery and any state appellate court therefrom within the State of Delaware (orNew York located in New York County, if and only if or the Delaware United Stated District Court for the Southern District of Chancery declines to accept jurisdiction over a particular matterNew York, any state or federal court within the State of Delaware) and each of the CompanyRepresentatives, Parent the Major Stockholders, the Company and Sub Tekelec hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the CompanyRepresentatives, Parent the Major Stockholders, the Company and Sub Tekelec hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to serve process in accordance with this Section 9.87(a), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, Agreement or the subject matter hereof, may not be enforced in or by such courtscourt. Each such party irrevocably agrees that hereto waives all personal service of any and all process in any legal action or proceeding with respect upon such party related to this Agreement or the transactions contemplated hereby or for recognition and enforcement consents that all service of any judgment in respect hereof brought by any other process upon such party hereto or its successors or assigns may shall be made by registered hand delivery, certified mail or certified mail, return receipt requested, confirmed telecopy directed to such party at its the address set forth specified in Section 9.2 7(a) hereof; and that any such service of process made by certified mail shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and complete seven days after the same shall otherwise constitute effective and binding service in every respecthave been posted.

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Merger Sub irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable lawLaw, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that notice or the service of all process in any legal action or proceeding with respect arising out of or relating to this Agreement or the transactions contemplated hereby hereof shall be properly served or for recognition and enforcement of any judgment delivered if delivered in respect hereof brought the manner contemplated by Section 9.2 or in any other party hereto or its successors or assigns may be made manner permitted by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respectapplicable Law.

Submission to Jurisdiction; Waiver. (a) Each of the Company, Parent and Sub Party irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto another Party or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (oror the United States Federal Courts located in Wilmington, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterDelaware, any state or federal court within the State of Delaware) and each of the Company, Parent and Sub Party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Sub Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by applicable lawLaw, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service . (b) No provision of all process in any legal action or proceeding with respect to this Agreement may be waived except by a written instrument signed by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the transactions contemplated hereby or for recognition and enforcement exercise of any judgment in respect hereof brought by any other party hereto right, power or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 privilege. The rights and that any such service of process remedies provided herein shall be sufficient to confer personal jurisdiction over such party in such action cumulative and not exclusive of any rights or proceeding and shall otherwise constitute effective and binding service in every respectremedies provided by Law or Regulation.

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Sub irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby Transactions or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby Transactions in any court other than the aforesaid courts. Each of the Company, Parent and Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby Transactions or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respect.

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Sub Party irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party another Party hereto or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court courts within the State of Delaware) , and each of the Company, Parent and Sub Party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Sub Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respect.

Submission to Jurisdiction; Waiver. Each of the CompanyExcept as set forth in Section 1.12(b), Parent and Sub each Party irrevocably agrees that any legal action dispute, action, claim or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be exclusively brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby United States federal courts, in any court other than the aforesaid courtseach case located in Wilmington, Delaware. Each of the Company, Parent and Sub Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this AgreementAgreement or the transactions contemplated hereby, any claim (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this (and any such process may be served by any permitted means of notice under Section 9.88.2 (other than email)), (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable lawLaw, that (i) the suit, action or proceeding in any such court courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each ; provided that (A) no Party will bring or support any action, cause of action, claim, cross-claim or third-party irrevocably agrees that service claim of all process any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources or their Financing Sources Related Parties in any legal action or proceeding with respect way relating to this Agreement or any of the transactions contemplated hereby by this Agreement, including any dispute arising out of or relating in any way to any Financing (or any Alternate Financing) or the performance thereof, in any forum other than the New York Supreme Court located in New York County or the United States District Court for recognition the Southern District of New York and enforcement the appellate courts having jurisdiction of appeals in such courts (collectively, the “Financing Courts”) and (B) with respect to any action, cause of action, claim, cross-claim or third-party claim of any judgment kind or description, whether at law or in respect hereof brought by equity, whether in contract or in tort or otherwise, against any other of the Financing Sources or their Financing Sources Related Parties each party hereto or its successors or assigns may be made by registered or certified mailirrevocably (w) submits to the exclusive jurisdiction of the Financing Courts, return receipt requested, (x) waives any objection to such party at its address set forth laying venue in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding in the Financing Courts, (y) waives any objection that the Financing Courts are brought in an inconvenient forum or do not have jurisdiction over any party hereto and shall otherwise constitute effective and binding service in every respect(z) agrees not to seek a transfer of venue on the basis that another forum is more convenient.

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Sub parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby Letter of Transmittal or for recognition and enforcement of any judgment in respect hereof brought by any other a party hereto or its successors or permitted assigns shall may be brought and determined exclusively in the Delaware Court of Chancery and any federal or state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within courts located in the State of Delaware) , County of New Castle or the federal courts located in Wilmington, Delaware, and each of the Company, Parent and Sub parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Sub parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any action or proceeding with respect to this AgreementLetter of Transmittal, (a) any claim that it a party is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to serve process in accordance with this Section 9.810(f), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this AgreementLetter of Transmittal, or the subject matter hereof, may not be enforced in or by such courtscourt. Each party irrevocably agrees that hereto waives all personal service of any and all process in any legal action or proceeding with respect upon such party related to this Agreement or the transactions contemplated hereby or for recognition Letter of Transmittal and enforcement consents that all service of any judgment in respect hereof brought by any other process upon such party hereto or its successors or assigns may shall be made by registered hand delivery, certified mail or certified mail, return receipt requested, confirmed telecopy directed to such party at its the address set forth specified in Section 9.2 this Letter of Transmittal; and that any such service of process made by certified mail shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and complete seven days after the same shall otherwise constitute effective and binding service in every respecthave been posted.

Submission to Jurisdiction; Waiver. Each of the Company, Parent LTV Steel hereby irrevocably and Sub irrevocably agrees that unconditionally: (a) Submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or and the transactions contemplated hereby other Transaction Documents, or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in thereof, to the Delaware Court non-exclusive general jurisdiction of Chancery and any state appellate court therefrom within the courts of the State of Delaware (orNew York located in New York City, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each Courts of the Company, Parent United States of America for the Southern District of New York and Sub hereby irrevocably submits with regard to appellate courts from any thereof; (b) Consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionallywaives, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, any objection that (i) it may now or hereafter have to the suit, venue of any such action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same; (c) Designates, appoints and empowers CT Corporation System with offices on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, LTV Steel agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Agents under this Agreement. (iid) the venue Agrees that service of process in any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), return receipt requestedpostage prepaid, to such party LTV Steel at its address set forth in Section 9.2 and Notice Address; (e) Agrees that any such nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue xx any other jurisdiction; (f) To the extent permitted by law, waives the right to assert any setoff, counterclaim or cross-claim in respect of, and all statutes of limitations which may be sufficient to confer personal jurisdiction over such party in relevant to, such action or proceeding (other than compulsory counterclaims), provided that nothing in this clause (f) shall preclude a separate action asserting any such claims; and (g) Waives due diligence, demand, presentment and shall otherwise constitute effective protest and binding service in every respectany notices thereof as well as notice of nonpayment.

Submission to Jurisdiction; Waiver. Each of the Company, Parent and Merger Sub irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or permitted assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and each of the Company, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable lawLaw, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that notice or the service of all process in any legal action or proceeding with respect arising out of or relating to this Agreement or the transactions contemplated hereby hereof shall be properly served or for recognition and enforcement of delivered if delivered in the manner contemplated by Section 9.2 or in any other manner permitted by applicable Law. The parties agree that a final judgment in respect hereof brought by any other party hereto or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall otherwise constitute effective and binding service in every respectrestrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final court judgment.

Submission to Jurisdiction; Waiver. Each of the CompanyStockholders' Representative, Parent the Principal Stockholders, the Stockholders, Barnabus, the Company and Sub Exchangeco irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any the other party hereto or its its, his or her executors, heirs, legal representatives, successors or permitted assigns shall may be brought and determined exclusively in any federal or state court located in the Delaware Court Borough of Chancery and any state appellate court therefrom within Manhattan in the State City of Delaware (orNew York, if and only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterNew York, any state or federal court within the State of Delaware) and each of the CompanyStockholders' Representative, Parent the Principal Stockholders, the Stockholders, Barnabus, the Company and Sub Exchangeco hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the CompanyStockholders' Representative, Parent the Principal Stockholders, the Stockholders, Barnabus, the Company and Sub Exchangeco hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 9.8process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party irrevocably agrees that service of all process in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns may be made by registered or certified mail, return receipt requested, to such party at its address set forth in Section 9.2 and that any such service of process shall be sufficient to confer personal jurisdiction over such party in such action or proceeding and shall otherwise constitute effective and binding service in every respect.