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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE PARENT NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO INVOLVE COMPLICATED AND THE SHAREHOLDER DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER AGREEMENT OR ENFORCEMENT HEREOFTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 ACKNOWLEDGES AND AGREES THAT (I) 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; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT MAKES THIS WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to The parties hereto irrevocably submit itself to the personal jurisdiction of any Federal court the Court of Chancery of the State of Delaware (and or, if such Federal court finds that it can the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding Section 111 of the DGCL, the Court of Chancery does not have or should not exercise subject matter jurisdiction any Delaware state courtover such matter, the Superior Court of the State of Delaware) sitting in Newcastle County and the federal courts of the United States of America located in the State of Delaware in respect of the interpretation and higher courts sitting in other locations with jurisdiction with respect to any appeals from such courts, if any dispute arises out enforcement of the provisions of this AgreementAgreement and the documents referred to in this Agreement and in respect of the transactions contemplated hereby and any and all claims or causes of action arising thereunder or relating thereto, (b) agrees that it will and hereby waive, and agree not attempt to deny assert, as a defense in any proceeding for interpretation or defeat such personal jurisdiction by motion enforcement hereof or other request for leave from any such court, including (i) any claim document that it is not personally subject to the jurisdiction of the above-named thereto or that such proceeding may not be brought or is not maintainable in said courts for any reason other than the failure to lawfully serve process, (ii) or that it venue thereof may not be appropriate or its property is exempt that 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 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 the parties hereto irrevocably agree that all claims and causes of action with respect to such proceeding shall be heard and determined exclusively by such a Delaware state or federal court. (cb) Each party hereto acknowledges and agrees that it will not bring any action controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or 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 HEREOFtransactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no Representative 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) such party understands and has considered the implications of the foregoing waiver; (iii) such party makes the foregoing waiver voluntarily, and (iv) such party has been induced to enter into this Agreement hereby agrees that by, among other things, the mutual waiver and certifications in connection with any such action process may be served in the same manner as notices may be delivered under this Section 11 and irrevocably waives any defenses or objections it may have to service in such manner2.8.

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 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. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby for any reason other than the failure to serve process in accordance with this Section 2.8, and irrevocably waive the defense of an inconvenient forum or an improper venue to the maintenance of any such action or proceeding. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 2.2. The consents to jurisdiction set forth in this Section 2.8 shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section 2.8 and shall not be deemed to confer rights on any person other than the parties. The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. 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) hereto 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) court and irrevocably waives any claim that it is not personally subject and all right to the jurisdiction trial by jury with respect to any action related to or arising out 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. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, 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. AND THEREFORE EACH OF THE PARENT AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT IT MAY HAVE TO PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, JUDICIAL PROCEEDING OR COUNTERCLAIM DIRECTLY INVOLVING ANY MATTERS (WHETHER BASED ON CONTRACTSOUNDING IN TORT, TORT CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR RELATING OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENTAGREEMENT BY, AMONG OTHER THINGS, 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 mannerMUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 2.8.

Venue; Waiver of Jury Trial. In addition, each (a) Each of the parties (ai) consents to submit irrevocably submits itself to the personal jurisdiction of any Federal court (all state and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) federal courts sitting in Newcastle County in the State of Delaware and higher Delaware, including to the jurisdiction of all courts sitting in other locations with jurisdiction with respect to any appeals which an appeal may be taken from such courts, if in any dispute arises Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (bii) agrees that all claims in respect of any such Proceeding must be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is declined by or unavailable in the Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such courtProceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof. (ib) any claim that it is not personally subject to the jurisdiction Each of the above-named courts parties agrees that service of any process, summons, notice or document in accordance with Section 11.5 will be effective service of process for any reason Proceeding brought against it by the other than party in connection with this Section 11.6; provided, however, that nothing contained herein will affect the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction right of any such court or from any party to serve 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 any other manner permitted by applicable lawLaw. Notwithstanding the foregoing, that (1) the suit, action or proceeding consents to jurisdiction set forth 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 Section 11.6 will not bring any action relating constitute general consents 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 service of process in the State of Delaware. Delaware and shall have no effect for any purpose except as provided in this Section 11.6 and will not be deemed to confer rights on any Person other than the parties. (c) EACH OF THE PARENT PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE SHAREHOLDER TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LITIGATION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION TRANSACTIONS CONTEMPLATED HEREBY OR ENFORCEMENT HEREOFTHE FACTS OR CIRCUMSTANCES LEADING TO ITS EXECUTION OR PERFORMANCE. 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 CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY OR REPRESENTATIVE OR AFFILIATE THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH.

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 (a) Each of the parties (ai) consents to submit irrevocably submits itself to the personal jurisdiction of any Federal court (all state and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) federal courts sitting in Newcastle County in the State of Delaware and higher Delaware, including to the jurisdiction of all courts sitting in other locations with jurisdiction with respect to any appeals which an appeal may be taken from such courts, if in any dispute arises Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (bii) agrees that all claims in respect of any such Proceeding must be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is declined by or unavailable in the Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such courtProceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof. (ib) any claim that it is not personally subject to the jurisdiction Each of the above-named courts parties agrees that service of any process, summons, notice or document in accordance with Section 12.5 will be effective service of process for any reason Proceeding brought against it by the other than party in connection with this Section 12.6; provided, however, that nothing contained herein will affect the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction right of any such court or from any party to serve 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 any other manner permitted by applicable lawLaw. Notwithstanding the foregoing, that (1) the suit, action or proceeding consents to jurisdiction set forth 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 Section 12.6 will not bring any action relating constitute general consents 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 service of process in the State of Delaware. Delaware and shall have no effect for any purpose except as provided in this Section 12.6 and will not be deemed to confer rights on any person other than the parties. (c) EACH OF THE PARENT PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE SHAREHOLDER TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LITIGATION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION TRANSACTIONS CONTEMPLATED HEREBY OR ENFORCEMENT HEREOFTHE FACTS OR CIRCUMSTANCES LEADING TO ITS EXECUTION OR PERFORMANCE. 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 CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY OR REPRESENTATIVE OR AFFILIATE THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH.

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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE PARENT NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO INVOLVE COMPLICATED AND THE SHAREHOLDER DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER AGREEMENT OR ENFORCEMENT HEREOFTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 ACKNOWLEDGES AND AGREES THAT (i) 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; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.8.

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 Each of the parties (ai) consents to submit irrevocably submits itself to the personal jurisdiction of any Federal court (all state and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) federal courts sitting in Newcastle County in the State of Delaware and higher Delaware, including to the jurisdiction of all courts sitting in other locations with jurisdiction with respect to any appeals which an appeal may be taken from such courts, if in any dispute arises Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (bii) agrees that all claims in respect of any such Proceeding must be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is declined by or unavailable in the Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any such courtProceeding against any other party arising out of or relating to this Agreement, including any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance in any other court and (iv) waives any claim that it is not personally subject defense of inconvenient forum 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 maintenance 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 Proceeding so brought. The parties agree that a final 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 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 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 HEREOFmanner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect 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 Proceeding, including any defenses or objections it may have to service in such mannerappeal thereof.

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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE PARENT NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO INVOLVE COMPLICATED AND THE SHAREHOLDER DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER AGREEMENT OR ENFORCEMENT HEREOFTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 ACKNOWLEDGES AND AGREES THAT (i) 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; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. In addition, each of the parties (a) consents to The Parties hereby 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 courts of the State of Texas and the federal court of the United States of America located in the State of Texas 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 hereby, 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 hereof or immune from jurisdiction of any such court document, that it is not subject thereto or from any legal process commenced that such action, suit or proceeding may not be brought or is not maintainable 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 that the fullest extent permitted by applicable law, venue thereof may not be appropriate or that (1) the suit, action this Agreement 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) the Parties irrevocably agree that all claims with respect to such action or proceeding will be heard and determined in such a Texas state or federal court. Each Party consents to and grants any such court jurisdiction over the person of such Party and over the subject matter of such dispute and agrees that it will not bring any action relating to this Agreement in any court 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 3.3 herein or in such other manner as may be served in the same manner as notices permitted by law will be valid and sufficient service thereof. (b) Each Party acknowledges and agrees that any controversy that may be delivered arise under Section 11 this agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any defenses or objections it right such Party may have to service a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this agreement, or the transactions contemplated by this agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such mannerother 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 certificates in this paragraph (b).

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(a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in such court. Each of the parties hereto (ai) consents to submit itself to the personal jurisdiction of any Federal court the Court of Chancery of the State of Delaware (and or, if such Federal court finds that it can not exercise jurisdiction shall be unavailable, any Delaware state court) or federal court sitting in Newcastle County in the State of Delaware and higher courts sitting Delaware) in other locations with jurisdiction with respect to the event any appeals from such courts, if any dispute Proceeding arises out of this AgreementAgreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, 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) irrevocably consents to the fullest extent service of process in any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 12.5 (provided that nothing in this Section 12.6(a) shall affect the right of any party to serve legal process in any other manner permitted by applicable law, that (1Law) 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 (civ) agrees that it will not bring any action Proceeding relating to this Agreement or any of the transactions contemplated hereby in any court other than a Federal court the Court of Chancery of the State of Delaware (or or, if such Federal court finds that it can not exercise jurisdiction) such Delaware shall be unavailable, any state or federal 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 ACTIONThe parties hereto agree that a final trial court judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by ▇▇▇; provided, PROCEEDING OR COUNTERCLAIM however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (WHETHER BASED ON CONTRACT, TORT OR OTHERWISEb) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party hereto hereby waives, to this Agreement hereby agrees that in connection with the fullest extent permitted by applicable Law, 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 right it may have to service a trial by jury in respect of any Proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such mannerparty would not, in the event of any Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 12.6(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 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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE PARENT NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO INVOLVE COMPLICATED AND THE SHAREHOLDER DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER AGREEMENT OR ENFORCEMENT HEREOFTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 ACKNOWLEDGES AND AGREES THAT (i) 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; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.8.

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 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 (other than email) 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 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 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 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 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 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 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 Proceeding in the State of Delaware. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. b. EACH OF THE PARENT PARTY ACKNOWLEDGES AND THE SHAREHOLDER AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER AGREEMENT, OR ENFORCEMENT HEREOFTHE MERGER. 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 ACKNOWLEDGES AND AGREES THAT (a) 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; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. b. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR LITIGATION THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE PARENT NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IS LIKELY TO INVOLVE COMPLICATED AND THE SHAREHOLDER DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER AGREEMENT OR ENFORCEMENT HEREOFTHE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 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 ACKNOWLEDGES AND AGREES THAT (i) 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; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. b. EACH OF THE PARENT PARTY ACKNOWLEDGES AND THE SHAREHOLDER AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION MERGER, THE GUARANTEE, THE FINANCING LETTERS OR ENFORCEMENT HEREOFTHE FINANCING (INCLUDING ANY SUCH LEGAL PROCEEDING INVOLVING OR AGAINST THE FINANCING SOURCES). 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 ACKNOWLEDGES AND AGREES THAT (a) 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; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

Venue; Waiver of Jury Trial. In addition, each (a) Each of the parties (ai) consents to submit irrevocably submits itself to the personal jurisdiction of any Federal court (all state and if such Federal court finds that it can not exercise jurisdiction any Delaware state court) federal courts sitting in Newcastle County in the State of Delaware and higher Delaware, including to the jurisdiction of all courts sitting in other locations with jurisdiction with respect to any appeals which an appeal may be taken from such courts, if in any dispute arises Proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance, (bii) agrees that all claims in respect of any such Proceeding must be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event subject matter jurisdiction is declined by or unavailable in the Court of Chancery, then such Proceeding will be heard and determined exclusively in any other state or federal court sitting in the State of Delaware), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, (iv) agrees not to bring any Proceeding against any other party arising out of or relating to this Agreement, any of the transactions contemplated hereby or any facts and circumstances leading to its execution or performance in any other court and (v) waives any defense of inconvenient forum to the maintenance of any Proceeding so brought. The parties agree that a final judgment in any such courtProceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties agrees to waive any bond, surety or other security that might be required of any other party with respect to any such Proceeding, including any appeal thereof. (ib) any claim that it is not personally subject to the jurisdiction Each of the above-named courts parties agrees that service of any process, summons, notice or document in accordance with Section 11.5 will be effective service of process for any reason Proceeding brought against it by the other than party in connection with this Section 11.6; provided, however, that nothing contained herein will affect the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction right of any such court or from any party to serve 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 any other manner permitted by applicable lawLaw. Notwithstanding the foregoing, that (1) the suit, action or proceeding consents to jurisdiction set forth 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 Section 11.6 will not bring any action relating constitute general consents 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 service of process in the State of Delaware. Delaware and shall have no effect for any purpose except as provided in this Section 11.6 and will not be deemed to confer rights on any Person other than the parties (c) EACH OF THE PARENT PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE SHAREHOLDER TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM LITIGATION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION TRANSACTIONS CONTEMPLATED HEREBY OR ENFORCEMENT HEREOFTHE FACTS OR CIRCUMSTANCES LEADING TO ITS EXECUTION OR PERFORMANCE. 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 CERTIFIES AND ACKNOWLEDGES THAT (i) NO PARTY OR REPRESENTATIVE OR AFFILIATE THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER KNOWINGLY AND VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS PARAGRAPH.

Venue; Waiver of Jury Trial. In addition(a) Each party hereby submits to the nonexclusive jurisdiction of the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware), for the purpose of any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in any such court. (b) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 2.7 shall affect the right of any party to serve legal process in any other manner permitted by law, (b) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, any Federal other court (of the State of Delaware and if such Federal any 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 the event any dispute arises out of this Agreement, Agreement or the transactions contemplated by this Agreement and (bc) 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) . Each party hereto agrees that a final judgment in 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 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 in any other manner provided by such courts and law. (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 PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY WAIVES ALL 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 AGREEMENTAGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, 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 mannerMUTUAL WAIVERS CONTAINED IN THIS SECTION 2.7.

Venue; Waiver of Jury Trial. In addition(a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Proceeding may be heard and determined exclusively in such court. Each of the parties hereto (ai) consents to submit itself to the personal jurisdiction of any Federal court the Court of Chancery of the State of Delaware (and or, if such Federal court finds that it can not exercise jurisdiction shall be unavailable, any Delaware state court) or federal court sitting in Newcastle County in the State of Delaware and higher courts sitting Delaware) in other locations with jurisdiction with respect to the event any appeals from such courts, if any dispute Proceeding arises out of this AgreementAgreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, 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) irrevocably consents to the fullest extent service of process in any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 12.5 (provided that nothing in this Section 12.6(a) shall affect the right of any party to serve legal process in any other manner 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 (civ) agrees that it will not bring any action Proceeding relating to this Agreement or any of the transactions contemplated hereby in any court other than a Federal court the Court of Chancery of the State of Delaware (or or, if such Federal court finds that it can not exercise jurisdiction) such Delaware shall be unavailable, any state or federal 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 ACTIONThe parties hereto agree that a final trial court judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by ▇▇▇; provided, PROCEEDING OR COUNTERCLAIM however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. (WHETHER BASED ON CONTRACT, TORT OR OTHERWISEb) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party hereto hereby waives, to this Agreement hereby agrees that in connection with the fullest extent permitted by applicable Law, 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 right it may have to service a trial by jury in respect of any Proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such mannerparty would not, in the event of any Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 12.6(b).

Venue; Waiver of Jury Trial. In addition(a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court shall be unavailable, any state or federal court sitting in the State of Delaware) for the purpose of any Legal Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such Legal Proceeding may be heard and determined exclusively in such court. Each of the parties hereto (ai) consents to submit itself to the personal jurisdiction of any Federal court the Court of Chancery of the State of Delaware (and or, if such Federal court finds that it can not exercise jurisdiction shall be unavailable, any Delaware state court) or federal court sitting in Newcastle County in the State of Delaware and higher courts sitting Delaware) in other locations with jurisdiction with respect to the event any appeals from such courts, if any dispute Legal Proceeding arises out of this AgreementAgreement or any of the transactions contemplated hereby, (bii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, 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) irrevocably consents to the fullest extent service of process in any Legal Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, on behalf of itself or its property, by U.S. registered mail to such party’s respective address set forth in Section 11.5 (provided that nothing in this Section (a) shall affect the right of any party to serve legal process in any other manner permitted by applicable law, that (1Law) 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 (civ) agrees that it will not bring any action Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby in any court other than a Federal court the Court of Chancery of the State of Delaware (or or, if such Federal court finds that it can not exercise jurisdiction) such Delaware shall be unavailable, any state or federal 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 ACTIONThe parties hereto agree that a final trial court Judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Judgment or in any other manner provided by Law; provided, PROCEEDING OR COUNTERCLAIM however, that nothing in the foregoing shall restrict any party’s rights to seek any post- Judgment relief regarding, or any appeal from, such final trial court Judgment. (WHETHER BASED ON CONTRACT, TORT OR OTHERWISEb) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION OR ENFORCEMENT HEREOF. Each party hereto hereby waives, to this Agreement hereby agrees that in connection with the fullest extent permitted by applicable Law, 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 right it may have to service a trial by jury in respect of any Legal Proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such mannerparty would not, in the event of any Legal Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section (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 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. Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. b. EACH OF THE PARENT PARTY ACKNOWLEDGES AND THE SHAREHOLDER AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVE WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON FOR BREACH OF CONTRACT, TORT TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION EQUITY COMMITMENT LETTER, THE GUARANTEE, THE MERGER AGREEMENT, OR ENFORCEMENT HEREOFTHE MERGER. 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 ACKNOWLEDGES AND AGREES THAT (a) 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; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.