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

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the personal exclusive general jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the Court of Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courtsstate appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (collectively, the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, the Guaranty or the transactions contemplated hereby or thereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, including tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction venue of any such court Legal Proceeding in the Chosen Courts or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is Legal Proceeding was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting final judgment in Newcastle County any Legal Proceeding in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable law.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware New York state court) sitting in Newcastle County the City of New York in the State of Delaware New York and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware New York City state court sitting in Newcastle County in the State of Delawarecourt. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner

Venue; Waiver of Jury Trial. In additionTo the fullest extent permitted by applicable law, each of and unless otherwise agreed by the parties Company in writing, the Subscriber hereby irrevocably and unconditionally (ai) consents to submit and accepts for itself to and in respect of its property, generally, the personal exclusive jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the courts of the State of Delaware and higher courts sitting New York located in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Agreement, (b) Subscription Agreement and agrees that it will any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not attempt to deny or defeat such personal jurisdiction by motion or in any other request for leave from court in any such court, including (i) 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 processjurisdiction, (ii) waives any claim that it such courts lack personal jurisdiction over it, and agrees not to plead or its property is exempt or immune from jurisdiction of any such court or from claim, in any legal process commenced in action or proceeding arising out of or related to this Subscription Agreement, that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, that (1) the suit, action and agrees not to plead or proceeding claim in any such court is the claim that any such action or proceeding has been brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper forum and (iiiiv) this AgreementWAIVES, or the subject matter hereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY IN OF ANY ACTION, PROCEEDING CLAIM OR COUNTERCLAIM (WHETHER CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED ON CONTRACT, TORT UPON OR OTHERWISE) ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction jurisdiction, any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this AgreementAgreement or any of the Transactions, (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, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable lawLegal Requirements, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT PARENT, MERGER SUB, AND THE SHAREHOLDER COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOFHEREOF OR THE TRANSACTIONS. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 8.5 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) Each Party consents to submit itself to the personal jurisdiction of in any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting action brought in Newcastle County the United States federal courts located in the State of Delaware and higher courts sitting in other locations with jurisdiction Texas with respect to any appeals from dispute, claim, or controversy arising out of, in relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the determination of Purchase Price adjustments pursuant to Section 8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, if any dispute arises out of this Agreement, (b) agrees that it will not attempt waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from laying venue in any such court, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forumcourts, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it will not bring any action relating to this Agreement in any court other than may be effected by mailing a Federal court copy thereof by registered mail (or if such Federal court finds that any substantially similar form of mail), postage prepaid, to it can at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not exercise jurisdiction) such Delaware state court sitting in Newcastle County constitute general consents to service of process in the State of DelawareTexas for any purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Agreement. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY PARTIES HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR RELATING TO IN CONNECTION WITH, THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES, EXCEPT THAT DELAWARE LAW SHALL APPLY TO THE EXTENT REQUIRED IN CONNECTION WITH THE EFFECTUATION OF THE MERGER. The parties irrevocably submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) any claim that it is not personally subject to the jurisdiction of the above-named federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement and by those documents, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for any reason other than the failure to lawfully serve process, (ii) that it interpretation or its property is exempt enforcement of this Agreement 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), (iii) to the fullest extent permitted by applicable lawdocument, that (1) the suitit is not subject to this Agreement or that such action, action suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, document may not be enforced in or by such courts courts, and (c) agrees the parties hereto irrevocably agree that it will not bring all claims with respect to such action or proceeding shall be heard and determined in such a federal court. The parties hereby consent to and grant any action relating to this Agreement in any such court jurisdiction over the Person of such parties and over the subject matter of such dispute and agree that mailing of process or other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that papers in connection with any such action process or proceeding in the manner provided in Section 8.4 or in such other manner as may be served in the same manner as notices may permitted by Law, shall be delivered under Section 11 valid and irrevocably waives any defenses or objections it may have to sufficient service in such mannerthereof.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) 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, (ii) 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), (iii) to To the fullest extent permitted by applicable lawLaw, each Party hereto (a) agrees that any claim, action or Proceeding by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the Contemplated Transactions shall be brought only in (1) the suitany State or Federal courts located in Davidson County, Tennessee, if such action is initiated by any Transferor Party or proceeding any Transferor Indemnified Party, or (2) any State or Federal courts located in Fairfax County, Virginia, if such action is initiated by Acquiror or any Acquiror Indemnified Party, and not in any other State or Federal court in the United States of America or any court in any other country, (b) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal Proceedings arising out of, or in connection with, this Agreement or the Contemplated Transactions, (c) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court is or any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum, and (2d) the venue of agrees that a final judgment in any such suit, action or proceeding is improper Proceeding shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdictionmanner provided by applicable Law. Notwithstanding anything to the contrary contained in this Section 10.7, matters addressed in Section 8.7(c) such Delaware state court sitting in Newcastle County in the State of Delawareshall be controlled by its arbitration procedures. EACH OF THE PARENT AND THE SHAREHOLDER PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO TRIAL BY JURY JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY ACTION, LITIGATION OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerTRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. In addition, each Each of the parties (a) consents Parties irrevocably agrees that any legal action or proceeding arising out of or relating to submit itself to this Agreement brought by any Party or its Affiliates against any other Party or its Affiliates shall be brought and determined in the personal Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any Federal such legal action or proceeding may be brought in any federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County located in the State of Delaware or any other Delaware state court. Each of the Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and higher courts sitting in other locations with jurisdiction with respect to its property, generally and unconditionally, with regard to any appeals from such courts, if any dispute arises action or proceeding arising out of or relating to this AgreementAgreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (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, including (ia) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason other than the failure to lawfully serve processreason, (iib) 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 (iiic) to the fullest extent permitted by applicable law, that (1i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2ii) the venue of such suit, action or proceeding is improper and or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delawarecourts. EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND WITH AND UPON THE ADVICE OF THE PARENT AND THE SHAREHOLDER COMPETENT COUNSEL, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY WAIVES ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION, SUIT, ACTION, PROCEEDING PROCEEDING, CROSS-CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENTAGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (ii) THE NEGOTIATION TRANSACTIONS CONTEMPLATED HEREBY OR (iii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerEACH PARTY (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) 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, (ii) 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), (iii) to To the fullest extent permitted by applicable lawLaw, each Party hereto (a) agrees that (1) the suitany claim, action or proceeding Proceeding by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the Contemplated Transactions shall be brought only in any State or Federal courts located in Dallas County, Texas, and not in any other State or Federal court in the United States of America or any court in any other country, (b) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal Proceedings arising out of, or in connection with, this Agreement or the Contemplated Transactions, (c) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Proceeding brought in such a court is or any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum, and (2d) the venue of agrees that a final judgment in any such suit, action or proceeding is improper Proceeding shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting manner provided by applicable Law. Notwithstanding anything to the contrary contained in Newcastle County this Section 11.8, matters addressed in the State of DelawareSection 3.2 shall be controlled by its arbitration procedures. EACH OF THE PARENT AND THE SHAREHOLDER PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO TRIAL BY JURY JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY ACTION, LITIGATION OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerTRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) Each Party consents to submit itself to the personal jurisdiction of in any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting action brought in Newcastle County the United States federal courts located in the State of Delaware and higher courts sitting in other locations with jurisdiction Texas with respect to any appeals from dispute, claim, or controversy arising out of, in relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the determination of Purchase Price adjustments pursuant to Section 8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, if any dispute arises out of this Agreement, (b) agrees that it will not attempt waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from laying venue in any such court, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forumcourts, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it will not bring any action relating to this Agreement in any court other than may be effected by mailing a Federal court copy thereof by registered mail (or if such Federal court finds that any substantially similar form of mail), postage prepaid, to it can at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not exercise jurisdiction) such Delaware state court sitting in Newcastle County constitute general consents to service of process in the State of DelawareTexas for any purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Agreement. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY PARTIES HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACTBROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF, TORT IN RELATION TO, OR OTHERWISE) IN CONNECTION WITH, THIS AGREEMENT OR ARISING OUT OF OR RELATING TO THIS AGREEMENTTHE DEBT FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, THE NEGOTIATION INCLUDING IN ANY ACTION, PROCEEDING OR ENFORCEMENT HEREOFCOUNTERCLAIM AGAINST ANY FINANCING SOURCE. Each party to this Agreement Notwithstanding the foregoing, each Party hereby 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 connection with law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, the Commitment Letter, or any of the transactions contemplated hereby or thereby, including, without limitation, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than 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 the appellate courts thereof), and that the provisions of this Section 12.7 relating to the waiver of jury trial shall apply to any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses action, cause of action, claim, cross-claim or objections it may have to service in such mannerthird-party claim.

Venue; Waiver of Jury Trial. In addition, each Each of the parties (a) consents irrevocably agrees that any legal action or proceeding arising out of or relating to submit itself to this Agreement brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the personal Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any Federal such legal action or proceeding may be brought in any federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and higher courts sitting in other locations with jurisdiction with respect to its property, generally and unconditionally, with regard to any appeals from such courts, if any dispute arises action or proceeding arising out of or relating to this AgreementAgreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (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, including (ia) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason other than the failure to lawfully serve processreason, (iib) 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 (iiic) to the fullest extent permitted by applicable law, that (1i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2ii) the venue of such suit, action or proceeding is improper and or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delawarecourts. EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND WITH AND UPON THE ADVICE OF THE PARENT AND THE SHAREHOLDER COMPETENT COUNSEL, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY WAIVES ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION, SUIT, ACTION, PROCEEDING PROCEEDING, CROSS-CLAIM OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENTAGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF, (ii) THE NEGOTIATION TRANSACTIONS CONTEMPLATED HEREBY OR (iii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerEACH PARTY (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Venue; Waiver of Jury Trial. In additionTo the fullest extent permitted by applicable law, each of and unless otherwise agreed by the parties Company in writing, the Subscriber hereby irrevocably and unconditionally (ai) consents to submit and accepts for itself to and in respect of its property, generally, the personal exclusive jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the courts of the State of Delaware and higher courts sitting New York located in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises New York County or the U.S. District Court for the Southern District of New York located in New York County for the resolution of all matters arising out of or related to this Agreement, (b) Subscription Agreement and agrees that it will any legal action or proceeding arising out of or related to this Subscription Agreement seeking any relief whatsoever shall be brought in the foregoing courts and not attempt to deny or defeat such personal jurisdiction by motion or in any other request for leave from court in any such court, including (i) 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 processjurisdiction, (ii) waives any claim that it such courts lack personal jurisdiction over it, and agrees not to plead or its property is exempt or immune from jurisdiction of any such court or from claim, in any legal process commenced in action or proceeding arising out of or related to this Subscription Agreement, that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)lack personal jurisdiction over it, (iii) waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or related to this Subscription Agreement brought in the aforesaid courts and hereby further irrevocably waives, to the fullest extent permitted by applicable law, that (1) the suit, action and agrees not to plead or proceeding claim in any such court is the claim that any such action or proceeding has been brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper forum and (iiiiv) this AgreementWAIVES, or the subject matter hereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT THAT THE SUBSCRIBER MAY HAVE TO A TRIAL BY JURY IN OF ANY ACTION, PROCEEDING CLAIM OR COUNTERCLAIM (WHETHER CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED ON CONTRACT, TORT UPON OR OTHERWISE) ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY RELATED TO THIS SUBSCRIPTION AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Subscription Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner(All Subscribers)

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction jurisdiction, any Delaware New York state court) sitting in Newcastle County New York City in the State of Delaware New York and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this AgreementAgreement or any of the Transactions, (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, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware New York state court sitting in Newcastle County New York City in the State of DelawareNew York. EACH OF THE PARENT PARENT, MERGER SUB, AND THE SHAREHOLDER COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOFHEREOF OR THE TRANSACTIONS. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 8.5 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) Each Party consents to submit itself to the personal jurisdiction of in any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting action brought in Newcastle County the United States federal courts located in the State of Delaware and higher courts sitting in other locations with jurisdiction Texas with respect to any appeals from dispute, claim, or controversy arising out of, in relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section ‎3.10 or the determination of Purchase Price adjustments pursuant to Section ‎8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, if any dispute arises out of this Agreement, (b) agrees that it will not attempt waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from laying venue in any such court, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forumcourts, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it will not bring any action relating to this Agreement in any court other than may be effected by mailing a Federal court copy thereof by registered mail (or if such Federal court finds that any substantially similar form of mail), postage prepaid, to it can at its address specified in Section ‎12.2. The foregoing consents to jurisdiction and service of process shall not exercise jurisdiction) such Delaware state court sitting in Newcastle County constitute general consents to service of process in the State of DelawareTexas for any purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Agreement. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY PARTIES HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR RELATING TO IN CONNECTION WITH, THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) Each Party consents to submit itself to the personal jurisdiction of in any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting action brought in Newcastle County the United States federal courts located in the State of Delaware and higher courts sitting in other locations with jurisdiction Texas with respect to any appeals from dispute, claim, or controversy arising out of, in relation to, or in connection with, this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the determination of Purchase Price adjustments pursuant to Section 8.4(c) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of Texas, Houston Division. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, if any dispute arises out of this Agreement, (b) agrees that it will not attempt waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from laying venue in any such court, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forumcourts, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it will not bring any action relating to this Agreement in any court other than may be effected by mailing a Federal court copy thereof by registered mail (or if such Federal court finds that any substantially similar form of mail), postage prepaid, to it can at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not exercise jurisdiction) such Delaware state court sitting in Newcastle County constitute general consents to service of process in the State of DelawareTexas for any purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Agreement. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY PARTIES HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR RELATING TO IN CONNECTION WITH, THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts (as defined below)) in any action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 5.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 5.8 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action, suit or proceeding to the personal exclusive general jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the Court of Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courtsstate appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, Agreement or the transactions contemplated hereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any action, including suit or proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) 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 noticeaction, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action suit or proceeding in any the Chosen Courts or that such court is action, suit or proceeding was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (final judgment in any action, suit or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County proceeding in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable law.

Venue; Waiver of Jury Trial. In addition(i)Except for disputes, each controversies or claims arising under Section 2.05 (which will be resolved in accordance with the dispute resolution provisions set forth therein), for other claims seeking injunctive relief (for which the provisions of Section 9.03 will be applicable) or as otherwise explicitly set forth in an ancillary agreement entered into in connection herewith, jurisdiction and venue in any suit, action or proceeding (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties (a) consents to submit itself to hereto in respect of this Agreement or any of the personal jurisdiction Transactions, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, shall properly and exclusively lie in the Court of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts(the “Court of Chancery”) or, if any dispute arises out of this Agreement, (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, including (i) any claim that it is not personally subject to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced appeals in such courts (whether through service of noticethe “Delaware Federal Court”) or, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable lawneither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, that the Superior Court of the State of Delaware (1) collectively, the “Chosen Courts”). No party hereto shall bring any such suit, action or proceeding in any jurisdiction, venue or other forum other than the Chosen Courts pursuant to the foregoing sentence (other than upon appeal). By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of the Chosen Courts for itself and in respect of its property with respect to such court suit, action or proceeding. The parties hereto irrevocably agree that venue would be proper in each of the Chosen Courts, and hereby waive any objection that any such Chosen Court is brought in an improper or inconvenient forum, (2) forum for the venue resolution of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOFproceeding. Each party hereby irrevocably consents to this Agreement hereby agrees that in connection with any such action the service of process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses by registered mail or objections it may have to service in such mannerpersonal service.

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the personal exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any Federal state appellate court therefrom within the State of Delaware (and or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction (but only in such Federal court finds that it can event), the United States District Court for the District of Delaware or, if jurisdiction is not exercise jurisdiction then available in the United States District Court for the District of Delaware (but only in such event), then any Delaware state court) sitting in Newcastle County (the “Chosen Courts”) in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if event that any dispute or controversy arises out of this Agreement, the Equity Commitment Letter, the Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, including tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction venue of any such court Legal Proceeding in the Chosen Courts or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is Legal Proceeding was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting final judgment in Newcastle County any Legal Proceeding in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable Law.

Venue; Waiver of Jury Trial. In addition, each The parties hereby irrevocably --------------------------- submit to the jurisdiction of the parties (a) consents to submit itself to courts of the personal jurisdiction State of any Delaware and the Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County of the United States of America located in the State of Delaware solely in respect of the interpretation and higher courts sitting enforcement of the provisions of this Agreement and of the documents governed by Delaware law referred to in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (b) agrees that it will and in respect of the transactions contemplated hereby, and hereby waive, and agree not attempt to deny assert, as a defense in any action, suit or defeat such personal jurisdiction by motion proceeding for the interpretation or other request for leave from enforcement hereof or of any such courtdocument, including (i) any claim that it is not personally subject to thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) venue thereof may not be appropriate or that it this Agreement 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, document may not be enforced in or by such courts courts, and (c) agrees the parties hereto irrevocably agree that it will not bring all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action relating to or proceeding in the manner provided in Section 10 of this Agreement or in any court such other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delawaremanner as may be permitted by law shall be valid and sufficient service thereof. EACH OF THE PARENT PARTY ACKNOWLEDGES AND THE SHAREHOLDER 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 WAIVE WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING LITIGATION DIRECTLY OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE NEGOTIATION TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11 and irrevocably waives any defenses or objections it may have to service in such manner(b).

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the personal exclusive general jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the Court of Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courtsstate appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, the Guaranty or the transactions contemplated hereby or thereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, including tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction venue of any such court Legal Proceeding in the Chosen Courts or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is Legal Proceeding was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting final judgment in Newcastle County any Legal Proceeding in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable law.

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 9.8 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action, suit or proceeding to the personal exclusive general jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the Court of Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courtsstate appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, Agreement or the transactions contemplated hereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any action, including suit or proceeding arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) 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 noticeaction, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action suit or proceeding in any the Chosen Courts or that such court is action, suit or proceeding was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action action, suit or proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (final judgment in any action, suit or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County proceeding in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable law.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) 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, (ii) 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), (iii) to To the fullest extent permitted by applicable law, each party hereto (i) agrees that (1) the suitany claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in any Massachusetts state or federal court and not in any other state or federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court is or any claim that any such proceeding brought in such a court has been brought in an inconvenient forum, and (2iv) the venue of agrees that a final judgment in any such suit, action or proceeding is improper shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delawaremanner provided by applicable laws. EACH OF THE PARENT AND THE SHAREHOLDER PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO TRIAL BY JURY JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY ACTION, LITIGATION OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party in any dispute arising hereunder shall be entitled to recover its costs (including, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in without limitation, reasonable attorneys' and experts' fees) from the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerlosing party.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) 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, (ii) 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), (iii) to To the fullest extent permitted by applicable law, each party hereto (a) agrees that (1) the suitany claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the transactions contemplated hereby shall be brought only in any Tennessee State court located in Davidson County and not in any other State or Federal court in the United States of America or any court in any other country, (ii) agrees to submit to the exclusive jurisdiction of such courts located in Davidson County for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court is or any claim that any such proceeding brought in such a court has been brought in an inconvenient forum, and (2iv) the venue of agrees that a final judgment in any such suit, action or proceeding is improper shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delawaremanner provided by applicable Law. EACH OF THE PARENT AND THE SHAREHOLDER PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, LITIGATION OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerTRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. In additionThe parties hereto agree that any legal proceeding (whether at law, in contract, in tort or otherwise) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the negotiation, validity or performance of this Agreement and/or the Merger Agreement and/or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties (a) hereby irrevocably consents to submit itself the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such legal proceeding and irrevocably waives, to the personal jurisdiction fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any Federal such legal proceeding in any such court (and if or that any such Federal suit, action or proceeding brought in any such court finds that it can has been brought in an inconvenient forum. The consents to jurisdiction set forth in this paragraph shall not exercise jurisdiction any Delaware state court) sitting in Newcastle County constitute general consents to service of process in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, (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, including (i) any claim that it is not personally subject to the jurisdiction of the above-named courts shall have no effect for any reason purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the failure to lawfully serve processparties hereto. The parties hereto agree that Process in any such legal proceeding may be served on any party anywhere in the world, (ii) that it whether within or its property is exempt or immune from without the jurisdiction of any such court or from any legal process commenced in such courts (whether through court. Without limiting the foregoing, each party agrees that service of notice, attachment prior to judgment, attachment process on such party as provided in aid Section 4.1 (Notices) shall be deemed effective service of execution of judgment, execution of process on such party. The parties hereto agree that a final judgment in any such legal proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise), (iii) to the fullest extent permitted in any other manner provided by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT, AGREEMENT OR THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerTRANSACTIONS CONTEMPLATED HEREBY.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to submit itself to the personal jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction jurisdiction, any Delaware New York state court) sitting in Newcastle County New York City in the State of Delaware New York and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this AgreementAgreement or any of the Transactions, (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, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware New York state court sitting in Newcastle County New York City in the State of DelawareNew York. EACH OF THE PARENT PARENT, MERGER SUB, AND THE SHAREHOLDER COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY Table of Contents HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOFHEREOF OR THE TRANSACTIONS. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 8.5 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) Each Party consents to submit itself to the personal jurisdiction of in any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting action brought in Newcastle County the United States federal courts located in the State of Delaware Texas with respect to any dispute, claim, or controversy arising out of, in relation to, or in connection with, this Agreement, and higher courts sitting each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim (except to the extent a dispute, controversy, or claim arising out of, in other locations with relation to, or in connection with, title or environmental matters pursuant to Section 3.10 or the determination of Purchase Price adjustments pursuant to Section 8.4(b) is referred to an expert pursuant to those Sections) will be instituted exclusively in the United States District Court for the Southern District of Texas, Houston Division; provided, that if such court denies jurisdiction with respect to such dispute, such dispute, claim or controversy may be initiated in any appeals from State court located in Harris County, Texas. Each Party (a) irrevocably submits to the exclusive jurisdiction of such courts, if any dispute arises out of this Agreement, (b) agrees that it will not attempt waives any objection to deny or defeat such personal jurisdiction by motion or other request for leave from laying venue in any such court, including (i) 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, (ii) 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), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is brought in an inconvenient forumcourts, (2) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it, and (d) agrees that service of process upon it will not bring any action relating to this Agreement in any court other than may be effected by mailing a Federal court copy thereof by registered mail (or if such Federal court finds that any substantially similar form of mail), postage prepaid, to it can at its address specified in Section 12.2. The foregoing consents to jurisdiction and service of process shall not exercise jurisdiction) such Delaware state court sitting in Newcastle County constitute general consents to service of process in the State of DelawareTexas for any purpose except as provided herein and shall not be deemed to confer any rights on any Person other than the Parties to this Agreement. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY PARTIES HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OF, IN RELATION TO, OR RELATING TO IN CONNECTION WITH, THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such manner.

Venue; Waiver of Jury Trial. In addition, each (a) Each of the parties (a) consents irrevocably agrees that any legal action or proceeding arising out of or relating to submit itself to this Agreement brought by any party or its successors or assigns against the personal jurisdiction other party shall properly and exclusively lie in the Court of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts(the “Court of Chancery”) or, if any dispute arises out of this Agreement, (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, including (i) any claim that it is not personally subject to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced appeals in such courts (whether through service of noticethe “Delaware Federal Court”) or, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable lawneither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, that the Superior Court of the State of Delaware (1) collectively, the “Chosen Courts”). No party hereto shall bring any such suit, action or proceeding in any jurisdiction, venue or other forum other than the Chosen Courts pursuant to the foregoing sentence (other than upon appeal). By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of the Chosen Courts for itself and in respect of its property with respect to such court suit, action or proceeding. The parties hereto irrevocably agree that venue would be proper in each of the Chosen Courts, and hereby waive any objection that any such Chosen Court is brought in an improper or inconvenient forum, (2) forum for the venue resolution of such suit, action or proceeding is improper and proceeding. Each party hereby irrevocably consents to the service of process by registered mail or personal service. (iiib) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delaware. EACH OF THE PARENT AND PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR COUNTERCLAIM (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT TORT, EQUITY, OR OTHERWISE) ARISING OUT OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF OR RELATING TO THIS AGREEMENTDOUBT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerANY SEEKING EQUITABLE RELIEF).

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Action relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Action to the personal exclusive general jurisdiction of any Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the Court of Chancery of the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courtsstate appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement, the Guaranty or the transactions contemplated hereby or thereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Action arising in connection with this Agreement or the transactions contemplated hereby or thereby will be brought, including tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction venue of any such court Action in the Chosen Courts or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is Action was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action Action relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting final judgment in Newcastle County any Action in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable law.

Venue; Waiver of Jury Trial. In addition, each a. Each of the parties Parties (ai) irrevocably consents to submit the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.6 or in such other manner as may be permitted by applicable law, and nothing in this Section 9.7 will affect the right of any Party to serve legal process in any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the personal exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any Federal state appellate court therefrom within the State of Delaware (and or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction (but only in such Federal court finds that it can event), the United States District Court for the District of Delaware or, if jurisdiction is not exercise jurisdiction then available in the United States District Court for the District of Delaware (but only in such event), then any Delaware state court) sitting in Newcastle County (the “Chosen Courts”) in the State of Delaware and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if event that any dispute or controversy arises out of this Agreement, the Guaranty or the transactions contemplated hereby or thereby; (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby will be brought, including tried and determined only in the Chosen Courts; (iv) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction venue of any such court Legal Proceeding in the Chosen Courts or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such court is Action was brought in an inconvenient forum, (2) court and agrees not to plead or claim the venue of such suit, action or proceeding is improper same; and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts and (cvi) agrees that it will not bring any action Legal Proceeding relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each Party agrees that a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting final judgment in Newcastle County any Legal Proceeding in the State of Delaware. EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process Chosen Courts will be conclusive and may be served enforced in other jurisdictions by suit on the same judgment or in any other manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerprovided by applicable Law.

Venue; Waiver of Jury Trial. In additionSubject to Section 12.6, and only for purposes of entering a final arbitration award in accordance with Section 12.6(e), pursuing claims for injunctive or equitable relief or suit to compel specific performance under this Agreement as described in Section 12.12 (including suits to compel compliance with the dispute resolution process set forth in Section 12.6), each of the parties Party hereto (a) consents to submit itself to agrees that any claim, Action by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the personal jurisdiction of Contemplated Transactions shall be brought only in any State or Federal courts located in Davidson County, Tennessee, and not in any other State or Federal court (and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) sitting in Newcastle County in the State United States of Delaware and higher courts sitting America or any court in any other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out of this Agreement, country; (b) agrees to submit to the exclusive jurisdiction of such courts for purposes of all legal Actions arising out of, or in connection with, this Agreement or the Contemplated Transactions; (c) waives and agrees not to assert any objection that it will not attempt may now or hereafter have to deny or defeat such personal jurisdiction by motion or other request for leave from the laying of the venue of any such court, including (i) Action brought in such a court or 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, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced Action brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (iii) to the fullest extent permitted by applicable law, that (1) the suit, action or proceeding in any such a court is has been brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper ; and (iiid) this Agreement, or the subject matter hereof, agrees that a final judgment in any such Action shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such courts and (c) agrees that it will not bring any action relating to this Agreement in any court other than a Federal court (or if such Federal court finds that it can not exercise jurisdiction) such Delaware state court sitting in Newcastle County in the State of Delawaremanner provided by applicable Law. EACH OF THE PARENT AND THE SHAREHOLDER PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE AND ALL RIGHTS TO TRIAL BY JURY JURY, FROM WHATEVER SOURCE ARISING, IN CONNECTION WITH ANY ACTION, LITIGATION OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party to this Agreement hereby agrees that in connection with any such action process may be served in the same manner as notices may be delivered under Section 11 and irrevocably waives any defenses or objections it may have to service in such mannerTRANSACTIONS CONTEMPLATED HEREBY.