Common use of Consent to Jurisdiction; Venue; Service Clause in Contracts

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of Wilmington in the State of Delaware for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state and or federal courts sitting in the city of Wilmington located in the State of Delaware for the purpose of any Covered Actionsuit, action or other proceeding described in Section 5.8; (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court court; and (c) hereby agrees not to commence or maintain any Covered Action such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (i) consents to service of process in any Covered Action action described in this Section 5.9 in any manner permitted by Delaware law, and (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 5.2 shall constitute good and valid service of process in any such action and (iii) waives and agrees not to give actual noticeassert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 9.25.9, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state and or federal courts sitting in the city of Wilmington located in the State of Delaware for the purpose of any Covered Actionsuit, action or other proceeding described in Section 6.9; (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court court; and (c) hereby agrees not to commence or maintain any Covered Action such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (i) consents to service of process in any Covered Action action described in this Section 6.10 in any manner permitted by Delaware law, and (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 6.1 shall constitute good and valid service of process in any such action and (iii) waives and agrees not to give actual noticeassert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 9.26.10, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (ai) hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state and or federal courts sitting in New York County, New York (the city of Wilmington in the State of Delaware “Applicable Courts”) for the purpose of any Covered Actionsuit, action or other proceeding described in Section 4.7; and (bii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courtsApplicable Courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts Applicable Courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwisecourt. Each party to this Agreement hereby also (x) consents to service of process in any Covered Action action described in this Section 4.8 in any manner permitted by Delaware New York law, and (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 4.2 shall constitute good and valid service of process in any such action and (z) waives and agrees not to give actual notice. Notwithstanding the foregoing assert (by way of motion, as a defense or otherwise) in this Section 9.2, a party may commence any such action any claim that service of process made in a court other than the above-named courts solely for the purpose accordance with clause (x) or (y) does not constitute good and valid service of enforcing an order or judgment issued by one of the above-named courtsprocess.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city Court of Wilmington in Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries or Affiliates (excluding portfolio companies) to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 6.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.27.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of Wilmington in the State of Delaware for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 7.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.28.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (ai) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state and or federal courts sitting in the city of Wilmington located in the State of Delaware for the purpose of any Covered Actionsuit, action or other proceeding described in Section 6.9; (bii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court court; and (ciii) hereby agrees not to commence or maintain any Covered Action such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (x) consents to service of process in any Covered Action action described in this Section 6.10 in any manner permitted by Delaware law, and (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 6.5 shall constitute good and valid service of process in any such action and (z) waives and agrees not to give actual noticeassert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance with clause (x) or (y) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 9.26.10, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (ai) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state and or federal courts sitting in the city of Wilmington located in the State of Delaware for the purpose of any Covered Actionsuit, action or other proceeding described in Section 5.7; (bii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court court; and (ciii) hereby agrees not to commence or maintain any Covered Action such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (x) consents to service of process in any Covered Action action described in this Section 5.8 in any manner permitted by Delaware law, and (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 5.2 shall constitute good and valid service of process in any such action and (z) waives and agrees not to give actual noticeassert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance with clause (x) or (y) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 9.25.8, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state and or federal courts sitting in the city of Wilmington located in the State of Delaware for the purpose of any Covered Actionsuit, action or other proceeding described in Section 4.8; (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court court; and (c) hereby agrees not to commence or maintain any Covered Action such action other than before one of the above-above- named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (i) consents to service of process in any Covered Action action described in this Section 4.9 in any manner permitted by Delaware law, and (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 4.2 shall constitute good and valid service of process in any such action and (iii) waives and agrees not to give actual noticeassert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 9.24.9, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city Borough of Wilmington Manhattan in the State of Delaware New York for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 9.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.210.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of Wilmington in the State of Delaware for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 11.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.212.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. 12.3.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city City of Wilmington in the State of Delaware for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 13.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.214.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (ai) hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state and federal courts sitting in New York County, New York (the city of Wilmington in the State of Delaware “Applicable Courts”) for the purpose of any Covered Actionsuit, action or other proceeding described in Section 4.7; and (bii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courtsApplicable Courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts Applicable Courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwisecourt. Each party to this Agreement hereby also (x) consents to service of process in any Covered Action action described in this Section 4.8 in any manner permitted by Delaware New York law, and (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 4.2 shall constitute good and valid service of process in any such action and (z) waives and agrees not to give actual notice. Notwithstanding the foregoing assert (by way of motion, as a defense or otherwise) in this Section 9.2, a party may commence any such action any claim that service of process made in a court other than the above-named courts solely for the purpose accordance with clause (x) or (y) does not constitute good and valid service of enforcing an order or judgment issued by one of the above-named courtsprocess.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of Wilmington in the State of Delaware for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.2 11.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 9.212.2, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (ai) hereby irrevocably submits to the exclusive personal jurisdiction and venue of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state and or federal courts court sitting in the city of Wilmington in the State of Delaware Delaware) (the “Applicable Courts”) for the purpose of any Covered Actionsuit, action or other proceeding described in Section 4.7; and (bii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courtsApplicable Courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts Applicable Courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwisecourt. Each party to this Agreement hereby also (x) consents to service of process in any Covered Action action described in this Section 4.8 in any manner permitted by Delaware law, and (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 4.2 shall constitute good and valid service of process in any such action and (z) waives and agrees not to give actual notice. Notwithstanding the foregoing assert (by way of motion, as a defense or otherwise) in this Section 9.2, a party may commence any such action any claim that service of process made in a court other than the above-named courts solely for the purpose accordance with clause (x) or (y) does not constitute good and valid service of enforcing an order or judgment issued by one of the above-named courtsprocess.

Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution hereof, (ai) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or if (but only if) such court does not have subject matter jurisdiction, the state and or federal courts sitting in the city of Wilmington located in the State of Delaware for the purpose of any Covered Actionsuit, action or other proceeding described in Section 4.7; (bii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries subsidiaries to assert, by way of motion, as a defense or otherwise, in any Covered Actionsuch suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such suit, action or proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court court; and (ciii) hereby agrees not to commence or maintain any Covered Action such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party to this Agreement hereby also (x) consents to service of process in any Covered Action action described in this Section 4.8 in any manner permitted by Delaware law, and (y) agrees that service of process made in accordance with clause (x) or made by registered or certified mail, return receipt requested, at its overnight delivery by a nationally recognized courier service addressed to a party’s address specified pursuant to Section 8.2 hereof is reasonably calculated 4.2 shall constitute good and valid service of process in any such action and (z) waives and agrees not to give actual noticeassert (by way of motion, as a defense or otherwise) in any such action any claim that service of process made in accordance with clause (x) or (y) does not constitute good and valid service of process. Notwithstanding the foregoing in this Section 9.24.8, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.