Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of DelawareIsrael, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of (A) the courts of the State of Israel and (B) the Court of Chancery of the State of Delaware orDelaware, United States of America or to the extent such court that the Court of Chancery of the State of Delaware, United States of America does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware, United States of America or the United States District Court for the District of Delaware, United States of America; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with the courts specified above in clause (ai) of this Section 10.519; (ciii) waives any objection to laying venue in any such action or proceeding in any of such courts; (div) waives any objection that any of such courts are an inconvenient forum or do not have jurisdiction over any Partyparty; and (ev) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 15 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.58.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 8.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, United States of America, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.520; (ciii) waives any objection to laying venue in any such action or proceeding in such courts; (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Partyparty; and (ev) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 16 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding Legal Proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; 19, (ciii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts; , (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, and (ev) agrees that service of process upon such Party party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 10.8 15 of this Agreement; and (f) . Each party irrevocably and unconditionally waives consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 19 in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to trial serve process in any other manner permitted by juryapplicable Law.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; , (ciii) waives any objection to laying venue in any such action or proceeding in such courts; , (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, and (ev) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the PartiesParty: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.57.10; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Partyparty; (e) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 7.1 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; 8.6, (ciii) waives any objection to laying venue in any such action or proceeding in such courts; , (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, and (ev) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 8.9 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: irrevocably and unconditionally (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 9.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 9.7 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 11.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.7 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement and all claims and causes of action hereunder shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 10.7 of this Agreement; and (f) to the extent permitted by applicable Law, irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: Parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 11.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.7 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 11.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.8 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.511.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement10.8; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.510.4; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 10.7 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State state of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding Legal Proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State state of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding Legal Proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; 18, (ciii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in such courts; , (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, and (ev) agrees that service of process upon such Party party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 10.8 14 of this Agreement; and (f) . Each party irrevocably and unconditionally waives consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 18 in the manner provided for notices in Section 14. Nothing in this Agreement will affect the right of any party to trial serve process in any other manner permitted by juryapplicable Law.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the PartiesParty: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.57.9; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Partyparty; (e) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 7.1 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; , (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; , and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; , (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; , and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 11.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.7 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.. 10.6

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 11.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.8 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.512.4; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 12.7 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.59.4; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement9.6; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the PartiesParty: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.55.9; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any such Party; and (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 5.1 or Section 5.2 of this Agreement; and (f) . In any action or proceeding between or among the Parties arising out of relating to this Agreement, each Party irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.57.4; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 7.7 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 11.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 11.8 of this Agreement; , and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 8.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 8.7 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.;

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of DelawareNew York, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Supreme Court of Chancery of the State of Delaware New York, County of New York, or, to if under applicable Law exclusive jurisdiction is vested in the extent such court does not have subject matter jurisdictionFederal courts, the United States District Court for the Southern District of Delaware or, to the extent that neither of the foregoing New York (and appellate courts has jurisdiction, the Superior Court of the State of Delawarethereof); (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.58.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement8.8; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws, except as otherwise required by Cayman Law. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware Delaware, or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement10.7; and (f) each of the Parties irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware Delaware, or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement10.8; and (f) each of the Parties irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; , (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury. Notwithstanding the foregoing, all matters relating to the fiduciary obligations of the Company Board and the internal affairs of the Company or the Company Board (including, without limitation, the interpretation of the Company’s Organizational Documents and the ABCL) shall be governed by and construed in accordance with the Laws of Alabama without regard to the conflicts of law principles thereof to the extent that such principles would direct a matter to another jurisdiction.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 9.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; , (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 9.7 of this Agreement; Agreement and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the Apricus Board and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the NRS. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under Table of Contents applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement and all claims and causes of action hereunder shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 10.7 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of lawsLaws. In any action or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; , (ciii) waives any objection to laying venue in any such action or proceeding in such courts; , (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, (ev) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; Agreement and (fvi) irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement Amendment and all claims and causes of action hereunder shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAmendment, each of the Parties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.52(d); (ciii) waives any objection to laying venue in any such action or proceeding in such courts; (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (ev) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 10.7 of this the Merger Agreement; and (fvi) to the extent permitted by applicable Law, irrevocably and unconditionally waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated by this Agreement, each of the Partiesparties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; , (ciii) waives any objection to laying venue in any such action or proceeding in such courts; , (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, and (ev) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (f) irrevocably and unconditionally waives the right to trial by jury.