Common use of Consent to Jurisdiction; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of Delaware or of the United States of America for the District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect Each Partner hereby (i) submits to this Agreement and any action for enforcement the exclusive jurisdiction of any judgment state or federal court sitting in respect thereof may be brought in the courts of the State of Delaware or of the United States of America for the District of Delaware, and, by execution and delivery of this Agreement(collectively, the parties hereby accept for themselves and in respect of their property“Delaware Courts”), generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent dispute arising out of this Agreement or any transaction contemplated hereby to the service extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) irrevocably waives, and agrees not to assert by way of process out motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the aforementioned courts in any such Delaware Courts, that its property is exempt or immune from attachment or execution, that the action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been is brought in an inconvenient forum, or that the venue of the action is improper, (iii) agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action Action based upon, arising out of or proceeding with respect related to this Agreement and any action for enforcement of any judgment in respect thereof or the transactions contemplated hereby may be brought in the federal and state courts of located in the State of Delaware or Delaware, and each of the United States of America for parties irrevocably submits to the District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts each such court in any such action or proceeding by the mailing of copies thereof by registered or certified mailAction, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive waives any objection which they it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of venue of any forum, agrees that all claims in respect of the aforesaid actions or proceedings Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or in connection with relating to this Agreement brought or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the courts referred right of any party to and hereby further irrevocably waive and agreeserve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to the extent permitted by applicable law, not to plead or claim enforce judgments obtained in any such court that any such action or proceeding Action brought in any such court has been brought in an inconvenient forumpursuant to this paragraph. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect Each of the parties hereto hereby irrevocably and unconditionally submits to this Agreement and any action for enforcement the jurisdiction of any judgment in respect thereof may be brought in the courts state court of the State of Delaware and any federal court sitting in Delaware, and irrevocably agrees that all actions or proceedings arising out of or relating to this agreement or the transactions contemplated hereby or in aid or arbitration or for enforcement of an arbitral award shall be litigated exclusively in such courts. Each of the United States parties hereto agrees not to commence any legal proceedings related hereto except in such courts. Each of America for the District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive waives any objection which they he or it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or such proceeding in connection with this Agreement brought in the courts referred to any such court and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect Each of the parties to this Agreement hereby irrevocably and any action for enforcement of any judgment in respect thereof may be brought in unconditionally submits to the courts of the State of Delaware or of the United States of America for the District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the exclusive jurisdiction of the aforesaid state and federal courts located the State and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service County of process New York for purposes of all legal proceedings arising out of any or relating to this Agreement. Each of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaidparties to this Agreement irrevocably waives, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive fullest extent permitted by law, any objection which they such party may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court courts and any claim that any such proceeding brought in any such courts has been brought in an inconvenient forum. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any right to trial by jury in any such legal proceeding. Each of the parties to this Agreement hereby consents to service of process by notice in the manner specified in Section 6.6 of the Purchase Agreement and irrevocably waives, to the fullest extent permitted by law, any objection such party may now or hereafter have to service of process in such manner.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action Action based upon, arising out of or proceeding with respect related to this Agreement and any action for enforcement of any judgment in respect thereof may Agreement, or the transactions contemplated hereby, shall only be brought in the courts Delaware Court of Chancery (or, only if the State Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or of the United States of America District Court for the District of Delaware), andand any appellate court from any thereof, by execution and delivery each of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, irrevocably submits to the exclusive jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts each such court in any such action or proceeding by the mailing of copies thereof by registered or certified mailAction, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive waives any objection which they it may now or hereafter have to the laying personal jurisdiction, venue or to convenience of venue of any forum, agrees that all claims in respect of the aforesaid actions or proceedings Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or in connection with relating to this Agreement brought or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the courts referred right of any party to and hereby further irrevocably waive and agreeserve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to the extent permitted by applicable law, not to plead or claim enforce judgments obtained in any such court that any such action or proceeding Action brought in any such court has been brought in an inconvenient forumpursuant to this Section 6.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of Delaware or of the United States of America for the District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m15(g). The parties hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of Delaware or of the United States of America for the District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m)7.05. The parties hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding All judicial proceedings brought against the Company in connection with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts any state or federal court of competent jurisdiction in the State of Delaware or of the United States of America for the District of DelawareNorth Carolina, and, and by execution and delivery of this Agreement, the parties hereby accept Company accepts, for themselves itself and in respect of their propertyconnection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts courts, and appellate courtsirrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The parties waive the right to trial by jury with respect to any claims hereby. The parties further Company irrevocably consent consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to its notice address specified in Section 6(m)9.05, such service to become effective ten (10) days after such mailing or at such earlier time provided by law. The parties hereby company irrevocably waive waives (a) trial by jury in any action or proceeding in connection with this Agreement, and (b) any objection (including without limitation, any objection of the laying of venue or based on the grounds of forum non conveniens) which they it may now or hereafter have to the laying of venue bringing of any of the aforesaid actions such action or proceedings arising out of or proceeding in connection with this Agreement brought in any jurisdiction set forth above. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Agent or any Bank to bring proceedings against the Company in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in of any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forumother jurisdiction.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect (a) Each Party irrevocably submits to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts non-exclusive jurisdiction of the State of Delaware or of the United States of America U.S. District Court for the District of Delaware, and, by execution and delivery Delaware or the Circuit Court of this Agreement, the parties hereby accept for themselves and Delaware in respect of their propertyany disputes or claims under Section 7.05 (Confidentiality) or with respect to which a party otherwise seeks equitable remedies pursuant to Section 11.02 (Equitable Remedies). Each Party further agrees that service of any process, generally and unconditionallysummons, the jurisdiction notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.07 (Notices) above shall be effective service of the aforesaid courts and appellate courts. The parties waive the right to trial by jury process for any action, suit or proceeding in Delaware with respect to any claims herebymatters to which it has submitted to jurisdiction in this Section 11.09. The parties further Each Party irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive and unconditionally waives any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions action, suit or proceedings proceeding arising out of or the matters to which it has submitted to jurisdiction in connection with this Agreement brought Section 11.09 in the courts referred to U.S. District Court for the District of Delaware or the Circuit Court of Delaware, and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such action, cause of action, claim, cross-claim or third-party claim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect (a) Each of the parties irrevocably submits to this Agreement the exclusive jurisdiction of the state courts and any action for enforcement of any judgment federal courts in respect thereof may be brought in the courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any action, suit or proceeding relating hereto except in such courts). Each of the United States parties further agrees that service of America any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party’s respective address set forth in Section 8.05 will be effective service of process for the District of Delawareany action, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and suit or proceeding in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury Delaware with respect to any claims herebymatters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. The parties further irrevocably consent to the service of process out of any Each of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive and unconditionally waives any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions action, suit or proceedings proceeding arising out of or in connection with relating to this Agreement brought or the transactions contemplated hereby in the state courts referred to and federal courts in the State of Delaware, and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided in law or in equity.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect Each of the parties hereto hereby irrevocably and unconditionally submits to this Agreement and any action for enforcement the jurisdiction of any judgment court in respect thereof may be brought in the courts of the State of Delaware or of and any federal court sitting in the United States of America for the District State of Delaware, and, by execution and delivery irrevocably agrees that all actions or proceedings arising out of or relating to this Agreement, Agreement or the transactions contemplated hereby shall be litigated exclusively in such courts. Each of the parties hereby accept for themselves and hereto agrees not to commence any legal proceedings related hereto except in respect of their property, generally and unconditionally, the jurisdiction such courts. Each of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive waives any objection which they that he or it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or such proceeding in connection with this Agreement brought in the courts referred to any such court and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of Delaware New York or of the United States of America for the District of DelawareNew York, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m)12.05. The parties hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed in any other jurisdiction.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery or proceeding with respect to this Agreement and any action for enforcement of any judgment Federal court located in respect thereof may be brought in the courts of the State of Delaware Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the United States of America for the District of Delaware, and, by execution Parties hereto irrevocably and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive unconditionally waives any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions action, suit or proceedings proceeding arising out of or in connection with this Agreement brought or the transactions contemplated hereby in (a) the Delaware Court of Chancery or (b) any Federal court located in the courts referred to State of Delaware, and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any The parties agree that all disputes, legal action actions, suits and proceedings arising out of or relating to this Agreement must be brought exclusively in a federal district court or a state court located in the state of Delaware. Each party hereby consents and submits to the exclusive jurisdiction of such courts. No legal action, suit or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts any other forum. Each party hereby irrevocably waives all claims of the State of Delaware or of the United States of America for the District of Delaware, and, by execution immunity from jurisdiction and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the any right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to object on the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court basis that any such action dispute, action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forumforum or venue. The provisions of this Agreement shall not restrict the ability of any party to enforce in any court any judgment obtained in the federal and state courts located in the state of Delaware. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. NO PARTY HAS AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action or proceeding with respect (a) Each Party irrevocably submits to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts non-exclusive jurisdiction of the State of Delaware or of the United States of America U.S. District Court for the District of Delaware, and, by execution and delivery Delaware or the Circuit Court of this Agreement, the parties hereby accept for themselves and Delaware in respect of their propertyany disputes or claims under Section 7.04 (Confidentiality) or with respect to which a party otherwise seeks equitable remedies pursuant to Section 11.03 (Equitable Remedies). Each Party further agrees that service of any process, generally and unconditionallysummons, the jurisdiction notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.08 (Notices) above shall be effective service of the aforesaid courts and appellate courts. The parties waive the right to trial by jury process for any action, suit or proceeding in Delaware with respect to any claims herebymatters to which it has submitted to jurisdiction in this Section 11.10. The parties further Each Party irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive and unconditionally waives any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions action, suit or proceedings proceeding arising out of or the matters to which it has submitted to jurisdiction in connection with this Agreement brought Section 11.10 in the courts referred to U.S. District Court for the District of Delaware or the Circuit Court of Delaware, and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Jury Trial. Any legal action Each party hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Nevada, or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in if such court does not have jurisdiction, the trial courts of the State of Delaware Nevada, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the United States parties hereto, further agrees that service of America any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.1 shall be effective service of process for the District of Delawareany action, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and suit or proceeding in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury Nevada with respect to any claims herebymatters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties further irrevocably consent to the service of process out of any Each of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mailparties hereto, postage prepaid, to the parties at their addresses referred to in Section 6(m). The parties hereby irrevocably waive and unconditionally waives any objection which they may now or hereafter have to the laying of venue of any of the aforesaid actions action, suit or proceedings proceeding arising out of or in connection with this Agreement brought or the transactions contemplated hereby in (a) the United States District Court for the District of Nevada or (b) the trial courts referred to of the State of Nevada, and hereby further irrevocably waive and agree, to the extent permitted by applicable law, unconditionally waives and agrees not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.