Common use of Consent to Jurisdiction; Venue Clause in Contracts

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improper.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of DelawareDelaware (or, or in if the event (but only in the event) that such court does not have subject matter Delaware Court of Chancery declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h)reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsLaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).

Consent to Jurisdiction; Venue. Each of Purchaser and Seller Parent hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the courts of the United States of America located in New York County, New York for any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement or the transactions contemplated hereby (other than any sections of this Agreement that contain their own dispute resolution mechanics, to which this Section 12.10 shall not apply except to enforce such provisions), agrees not to commence any Dispute relating hereto except in such courts, and further agrees that service of any process, summons, notice or document by US registered mail to its respective address set forth in Section 12.5, shall be effective service of process for any Dispute brought against it in any such court. Each of the parties hereto hereby irrevocably agrees that and unconditionally waives any legal action or proceeding with respect objection to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement laying of venue of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively Dispute in the Court of Chancery courts of the State of DelawareNew York sitting in New York County or the courts of the United States of America located in New York County, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in the event (but only in the event) that any such court does not have subject matter jurisdiction over that any such action or proceeding, Dispute brought in any state or federal such court has been brought in the State of Delawarean inconvenient forum. Each of the parties hereto agrees that mailing of process or other papers a judgment in connection with any such action Dispute may be enforced in any other jurisdictions by suit on the judgment or proceeding in the any other manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereofLaw. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO TRANSACTION MATTERS.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of DelawareDelaware (or, or in if the event (but only in the event) that such court does not have subject matter Delaware Court of Chancery declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h10(d), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable Lawslaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably hereby (i) agrees that any legal suit, action or proceeding with respect other proceeding, directly or indirectly, arising out of, under or relating to this Agreement and Agreement, its negotiation or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall will be brought heard and determined exclusively in the Chancery Court of the State of Delaware (and each agrees that no such suit, action or other proceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), subject to any appeal; provided, however, that if jurisdiction is not then available in the Chancery Court of the State of Delaware, or in the event (but only in the event) that then any such court does not have subject matter jurisdiction over such suit, action or proceeding, other proceeding may be brought in any Delaware state court or any federal court located in the State of DelawareDelaware and (ii) irrevocably and unconditionally submits to the exclusive jurisdiction of any such court in any such suit, action or other proceeding, irrevocably and unconditionally waives the defense of an inconvenient forum to the maintenance of any such suit, action or other proceeding and agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court. Each of the parties hereto further agrees that mailing of process or other papers in connection with any such action or proceeding in that, to the manner provided in Section 11(l) or in such other manner as may be fullest extent permitted by applicable LawsLaw, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 12.01(a) will be valid and sufficient effective service thereofof process for any suit, action or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement final judgment in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or other proceeding is improperwill be conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably and unconditionally agrees that any legal action Action arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderunder this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder under this Agreement brought by any other another party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of the State of DelawareChancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingAction, in any state or federal court in the State United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h)9.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsApplicable Law, any claim that (xA) the suit, action or proceeding Action in such court is brought in an inconvenient forum or forum, (yB) the venue of such suitAction is improper or (B) this Agreement, action or proceeding is improperthe subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties also agrees that any final, non-appealable judgment against a party in connection with any Action shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding (a) Any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall Loan Document may be brought and determined exclusively in the Court of Chancery courts of the State of Delaware, New York or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing United States District Court for the Southern District of process or other papers in connection with any such action or proceeding in New York, and, by execution and delivery of this Agreement, the manner provided in Section 11(l) or in such other manner as may be permitted by applicable LawsBorrower, will be valid on its own behalf and sufficient service thereof. Each on behalf of each of the parties hereto Guarantors, hereby irrevocably submits with regard to any such action or proceeding accepts for itself and in respect of its propertyProperty, generally and unconditionally, to the personal non-exclusive jurisdiction of the aforesaid courts courts, and irrevocably agrees that it will not bring to be bound by any action relating to judgment rendered thereby in connection with this Agreement or any other Loan Documents. The Borrower, on its own behalf and on behalf of each of the transactions contemplated by this Agreement Guarantors further irrevocably consents to the service of process out of any of the aforementioned courts in any court such Proceeding by the mailing of copies thereof by registered or tribunal other than certified mail, postage prepaid, to the aforesaid courtsBorrower or such Subsidiary at its address for notices pursuant to Section 10.7, such service to become effective five (5) days after such mailing. Each The Borrower on its own behalf and on behalf of the parties hereto hereby Guarantors designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other Persons as may hereafter be selected by the Borrower irrevocably waives, and agrees not agreeing in writing to assert, by way of motionserve, as a defensethe agent of the Borrower or such Subsidiary to receive, counterclaim or otherwiseon such Persons behalf, service of all process in any action or proceeding with respect proceedings in any such court, such service being hereby acknowledged by the Borrower, on its own behalf and on behalf of the Guarantors, to this Agreement be effective and the rights and obligations arising hereunder, or for recognition and enforcement binding service in every respect. A copy of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject such process so served shall be mailed by registered mail to the jurisdiction Borrower or such Subsidiary so served at its address provided in Section 10.7 except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by the Borrower refuses to receive and forward such service, the Borrower hereby agrees, on its own behalf and on behalf of each of the above named courts for Guarantors, that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of the Administrative Agent, the Syndication Agent or any reason other than the failure Lender to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent other manner permitted by law or to commence proceeding or otherwise proceed against the applicable Laws, Borrower or any claim that (x) of the suit, action or proceeding Guarantors in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperany other jurisdiction.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding (a) Any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall Loan Document may be brought and determined exclusively in the Court of Chancery courts of the State of Delaware, New York or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing United States District Court for the Southern District of process or other papers in connection with any such action or proceeding in New York, and, by execution and delivery of this Agreement, the manner provided in Section 11(l) or in such other manner as may be permitted by applicable LawsBorrower, will be valid on its own behalf and sufficient service thereof. Each on behalf of each of the parties hereto Guarantors, hereby irrevocably submits with regard to any such action or proceeding accepts for itself and in respect of its propertyProperty, generally and unconditionally, to the personal non-exclusive jurisdiction of the aforesaid courts courts, and irrevocably agrees that it will not bring to be bound by any action relating to judgment rendered thereby in connection with this Agreement or any other Loan Documents. The Borrower, on its own behalf and on behalf of each of the transactions contemplated by this Agreement Guarantors further irrevocably consents to the service of process out of any of the aforementioned courts in any court such Proceeding by the mailing of copies thereof by registered or tribunal other than certified mail, postage prepaid, to the aforesaid courtsBorrower or such Subsidiary at its address for notices pursuant to Section 10.7, such service to become effective five (5) days after such mailing. Each The Borrower on its own behalf and on behalf of the parties hereto hereby Guarantors designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other Persons as may hereafter be selected by the Borrower irrevocably waives, and agrees not agreeing in writing to assert, by way of motionserve, as a defensethe agent of the Borrower or such Subsidiary to receive, counterclaim or otherwiseon such Persons behalf, service of all process in any action or proceeding with respect proceedings in any such court, such service being hereby acknowledged by the Borrower, on its own behalf and on behalf of the Guarantors, to this Agreement be effective and the rights and obligations arising hereunder, or for recognition and enforcement binding service in every respect. A copy of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject such process so served shall be mailed by registered mail to the jurisdiction Borrower or such Subsidiary so served at its address provided in Section 10.7 except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by the Borrower refuses to receive and forward such service, the Borrower hereby agrees, on its own behalf and on behalf of each of the above named courts for Guarantors, that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of the Administrative Agent, the Syndication Agent or any reason other than the failure Lender to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent other manner permitted by law or to commence proceeding or otherinst the applicable Laws, Borrower or any claim that (x) of the suit, action or proceeding Guarantors in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperany other jurisdiction.

Consent to Jurisdiction; Venue. Each The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be initiated and tried exclusively in the State and Federal courts located in the county of New Castle, State of Delaware. The aforementioned choice of venue is intended by the parties hereto irrevocably agrees to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section 11.7. Each party hereby waives any legal right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of New Castle, State of Delaware shall have in personam jurisdiction and venue over each of them for the purposes of litigating any dispute, controversy or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section 11.7 by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement, or in the manner set forth in Section 11.4 of this Agreement for the giving of notice. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. Stockholder Representative hereby irrevocably designates Corporation Service Company (in such capacity, the "Process Agent"), with respect an office located at 2711 Centerville Road, Ste. 000, Xxxxxxxxxx, XX 00000, Xxxxxx xx Xxx Xxxxxx, Xxxxxxxx, xxx xxxxxxxx, xxxxxxxxx xxx xxxxx xo receive, for and on its behalf, service of process in such jurisdiction in any litigation arising out of or relating to this Agreement and such service shall be deemed complete upon delivery thereof to the rights and obligations arising hereunder, or for recognition and enforcement Process Agent; provided that in the case of any judgment in respect of this Agreement and such service upon the rights and obligations arising hereunder brought by any other Process Agent, the party hereto or its successors or assigns effecting such service shall be brought and determined exclusively in also deliver a copy thereof to the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding Stockholder Representative in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect 11.4 of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperAgreement.

Consent to Jurisdiction; Venue. Each of the parties hereto Parties irrevocably agrees that any legal action Legal Proceeding based upon, arising out of or proceeding with respect related to this Agreement Agreement, the other Transaction Documents, the transactions contemplated hereby or thereby and the rights and obligations arising hereunderhereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement or other Transaction Documents and the rights and obligations arising hereunder or thereunder brought by any the other party hereto Party or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, if the Delaware Court of Chancery of declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or in or, if both the event (but only in Delaware Court of Chancery and the event) that such court does not have subject matter federal courts within the State of Delaware decline to accept jurisdiction over such action or proceedinga particular matter, in any other state or federal court in within the State of Delaware, and, in each case, any appellate court therefrom. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Legal Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Legal Proceeding relating to this Agreement Agreement, the other Transaction Documents or any of the transactions contemplated by this Agreement hereby or thereby in any court or tribunal other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any action or proceeding Legal Proceeding with respect to this Agreement and or the rights and obligations arising hereunder, Transaction Documents or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder transactions contemplated hereby or thereby: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), 10.10; (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by the applicable LawsLaw, any claim that (xi) the suit, action or proceeding Legal Proceeding in such court is brought in an inconvenient forum or forum, (yii) the venue of such suitLegal Proceeding is improper or (iii) this Agreement or the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties agrees that service of process upon such Party in any such Legal Proceeding shall be effective if such process is given as a notice in accordance with Section 10.02. Buyer agrees that if Seller obtains a judgment against Buyer in any of the foregoing courts arising out of or relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, Seller may bring an action with respect to the recognition and enforcement thereof in a court in any jurisdiction whatsoever, and Buyer hereby irrevocably waives and agrees not to assert by way of motion, as a defense, counterclaim or proceeding is improperotherwise, any contention that such judgment of any of the foregoing courts may not be recognized or enforced in whole or in part.

Consent to Jurisdiction; Venue. Each In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, 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; (b) agrees that any legal all claims in respect of such action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall may be brought heard and determined exclusively in the Court of Chancery of the State of Delaware; (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or in hereafter have to the event (but only in the event) that such court does not have subject matter jurisdiction over laying of venue of any such action or proceedingproceeding in the Court of Chancery of the State of Delaware; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any state or federal court in the Court of Chancery of the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers a final judgment in connection with any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11(l) or 9.13. Nothing in such this Agreement shall affect the right of any party to this Agreement to serve process in any other manner as may be permitted by applicable Laws, will be valid and sufficient service thereofLegal Requirements. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement Agreement, including, but not limited to any dispute arising out of or reliant in any court way to any commitment letter or tribunal the performance thereof, in any forum other than the aforesaid courts. Each federal and New York State courts located in the City of the parties hereto hereby irrevocably waivesNew York, Borough of Manhattan (and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named appellate courts for any reason other than the failure to serve process in accordance with this Section 11(hthereof), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improper.

Consent to Jurisdiction; Venue. Each of the parties hereto hereto, except as otherwise set forth in this Section 10.13, (a) irrevocably consents to the service of the summons and complaint and any other process in any Legal Proceeding relating to the Transactions, for and on behalf of itself or any of its properties, rights or assets, in such other manner as may be permitted by Applicable Law, and nothing in this Section 10.13 will affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (b) irrevocably agrees that any legal action Legal Proceeding arising out of or proceeding with respect relating to this Agreement or the Transactions (including the Merger) brought by any party or its Affiliate against any other party or its Affiliate shall be brought and determined in the rights courts of the State of New York and obligations arising hereunderirrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive jurisdiction of any state or federal court within the State of New York in the event any dispute or controversy arises out of this Agreement or the Transactions (including the Merger), or for recognition and enforcement of any judgment in respect of thereof; and (c) agrees that it will not bring any action relating to this Agreement or the Transactions (including the Merger) in any court other than the aforesaid courts. Each of Parent, Mxxxxx Sub and the rights Company agrees that a final judgment in any Legal Proceeding in such courts as provided above will be conclusive and obligations arising hereunder brought may be enforced in other jurisdictions by suit on the judgment or in any other party hereto or its successors or assigns shall manner provided by Applicable Law (in each case, except to the extent that any such Legal Proceeding mandatorily must be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of DelawareBermuda). Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding Legal Proceeding in the manner provided in Section 11(l) 10.5 or in such other manner as may be permitted by applicable LawsApplicable Law, will be valid and sufficient service thereof. Each of Parent, Merger Sub and the parties hereto Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any action Legal Proceeding arising out of or proceeding with respect relating to this Agreement and or the rights and obligations arising hereunderTransactions (including the Merger), or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (iI) any claim that it is not personally subject to the jurisdiction of the above named courts in the State of New York as described herein for any reason other than the failure to serve process in accordance with this Section 11(h)10.13, (iiII) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiIII) to the fullest extent permitted by the applicable LawsApplicable Law, any claim that (x) the suit, action or proceeding Legal Proceeding in any such court is brought in an inconvenient forum or forum, (y) the venue of such suitLegal Proceeding is improper or (z) this Agreement, action or proceeding is improperthe subject matter hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably and unconditionally agrees that any legal action Action arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderunder this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder under this Agreement brought by any other another party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingAction, in any state or federal court in the State United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h)9.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsApplicable Law, any claim that (xA) the suit, action or proceeding Action in such court is brought in an inconvenient forum or forum, (yB) the venue of such suitAction is improper or (C) this Agreement, action or proceeding is improperthe subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties also agrees that any final, non-appealable judgment against a party in connection with any Action shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.