Common use of Dispute Resolution; Consent to Jurisdiction Clause in Contracts

Dispute Resolution; Consent to Jurisdiction. All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final (to the maximum extent permitted by applicable law). Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each party hereto (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section. (l)

Dispute Resolution; Consent to Jurisdiction. All disputes between (a) Any Proceeding seeking to enforce any provision of, or among based on any Persons matter arising out of or in any way connected with the Planconnection with, this Agreement or the RSUs Contemplated Transactions shall be solely brought in the Delaware Court of Chancery and finally settled by any state appellate court therefrom within the CommitteeState of Delaware (or, acting in good faithif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the determination State of which shall be final (Delaware), and each of the Parties hereby consents to the maximum extent permitted by applicable law)exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Any matters not covered by Process in any such Proceeding may be served on any Party anywhere in the preceding sentence shall world, whether within or without the State of Delaware. Without limiting the foregoing, each of the Parties agrees that service of process upon such Party at the address referred to in Section 10.02 (or such other address as may be solely and finally settled specified in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to Section 10.02) shall be resolved by the Committee. Each such Person hereby irrevocably consents to the deemed effective service of process of any of the aforementioned courts in any upon such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury TrialParty. EACH PARTY HERETO OF THE PARTIES HEREBY WAIVES, IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (TRANSACTIONS, WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT TORT, EQUITY, OR ANY OTHER THEORY)OTHERWISE. Each party hereto EACH PARTY HEREBY (A) certifies that no representativeCERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY SUCH SUIT, in the event of litigationACTION OR PROCEEDING, seek to enforce the foregoing waiver and SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement byACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, among other thingsAS APPLICABLE, the mutual waivers and certifications in this sectionBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.11(A). (l)63

Dispute Resolution; Consent to Jurisdiction. All disputes between (a) Any Proceeding seeking to enforce any provision of, or among based on any Persons matter arising out of or in any way connected with the Planconnection with, this Agreement or the RSUs Contemplated Transactions shall be solely brought in the Delaware Court of Chancery and finally settled by any state appellate court therefrom within the CommitteeState of Delaware (or, acting in good faithif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the determination State of which shall be final (Delaware), and each of the Parties hereby consents to the maximum extent permitted by applicable law)exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Any matters not covered by Process in any such Proceeding may be served on any Party anywhere in the preceding sentence shall world, whether within or without the State of Delaware. Without limiting the foregoing, RMT Parent, GPC and SpinCo agree that service of process upon such Party at the address referred to in Section 10.02 (or such other address as may be solely and finally settled specified in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to Section 10.02 shall be resolved by the Committee. Each such Person hereby irrevocably consents to the deemed effective service of process of any of the aforementioned courts in any upon such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury TrialParty). EACH PARTY HERETO OF THE PARTIES HEREBY WAIVES, IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, INCLUDING ANY LITIGATION AGAINST ANY LENDER OR LENDER RELATED PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE COMMITMENT LETTERS OR THE TRANSACTIONS CONTEMPLATED (FINANCING AGREEMENTS OR THE PERFORMANCE THEREOF, IN EACH CASE WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT TORT, EQUITY, OR ANY OTHER THEORY)OTHERWISE. Each party hereto EACH PARTY HEREBY (A) certifies that no representativeCERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY SUCH SUIT, in the event of litigationACTION OR PROCEEDING, seek to enforce the foregoing waiver and SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement byACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, among other thingsAS APPLICABLE, the mutual waivers and certifications in this section. (l)BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS Section 10.11.

Dispute Resolution; Consent to Jurisdiction. All disputes between Any Proceeding seeking to enforce any provision of, or among based on any Persons matter arising out of or in any way connected with the Planconnection with, this Agreement or the RSUs Contemplated Transactions shall be solely brought in the Delaware Court of Chancery and finally settled by any state appellate court therefrom within the CommitteeState of Delaware (or, acting in good faithif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the determination State of which shall be final (Delaware), and each of the Parties hereby consents to the maximum extent permitted by applicable law)exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Any matters not covered by Process in any such Proceeding may be served on any Party anywhere in the preceding sentence shall world, whether within or without the State of Delaware. Without limiting the foregoing, each of the Parties agrees that service of process upon such Party at the address referred to in Section 10.02 (or such other address as may be solely and finally settled specified in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to Section 10.02) shall be resolved by the Committee. Each such Person hereby irrevocably consents to the deemed effective service of process of any of the aforementioned courts in any upon such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury TrialParty. EACH PARTY HERETO OF THE PARTIES HEREBY WAIVES, IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (TRANSACTIONS, WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT TORT, EQUITY, OR ANY OTHER THEORY)OTHERWISE. Each party hereto EACH PARTY HEREBY (A) certifies that no representativeCERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY SUCH SUIT, in the event of litigationACTION OR PROCEEDING, seek to enforce the foregoing waiver and SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement byACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, among other thingsAS APPLICABLE, the mutual waivers and certifications in this section. (l)BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS Section 10.11.

Dispute Resolution; Consent to Jurisdiction. All disputes between This Agreement shall be construed and interpreted in accordance with the law of the State of Delaware without regard to principles related to conflicts of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation and construction of this Agreement. In an effort to resolve informally and amicably any claim, controversy or among any Persons dispute (whether such claim, sounds in contract, tort, or otherwise) arising out of or in any way connected with the Planrelating to this Agreement, this Agreement or the RSUs breach thereof (a "Dispute"), each Party shall be solely and finally settled by notify the Committee, acting other in good faithwriting of a Dispute hereunder that requires resolution. Such notice shall set forth the nature of the Dispute, the determination of which shall be final (to the maximum extent permitted by applicable law). Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of mattersamount, if any, related involved and the remedy sought. Each Party shall designate a representative who shall be empowered to investigate, discuss and seek to settle the Dispute. If the two representatives are unable to settle the Dispute within thirty (30) days after proper notification, the Dispute shall be submitted to the Plan Chief Executive Officer of each Party for consideration for an additional thirty (30) days. If [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the Dispute remains unresolved after said sixty (60) day period, either Party shall have a right to commence any action, suit or proceeding with respect to such Dispute in a U.S. federal court of competent jurisdiction in Delaware. The venue for such action, suit or proceeding shall be in the U.S. federal Courts in Delaware. No provision of, or the exercise of any rights under, this Agreement not required shall limit the right of the parties to be resolved by the Committeeobtain, apply for, or resort to court ordered injunctive relief. Each such Person hereby Ardana and Columbia each further irrevocably consents consent to the service of any complaint, summons, notice or other process of by delivery thereof to it by any of the aforementioned courts manner in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, which notices may be given pursuant to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each party hereto (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section. (l)Agreement.

Dispute Resolution; Consent to Jurisdiction. All disputes between (a) Any Proceeding seeking to enforce any provision of, or among based on any Persons matter arising out of or in any way connected with the Planconnection with, this Agreement or the RSUs Contemplated Transactions shall be solely brought in the Delaware Court of Chancery and finally settled by any state appellate court therefrom within the CommitteeState of Delaware (or, acting in good faithif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the determination State of which shall be final (Delaware), and each of the Parties hereby consents to the maximum extent permitted by applicable law)exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Any matters not covered by Process in any such Proceeding may be served on any Party anywhere in the preceding sentence shall world, whether within or without the State of Delaware. Without limiting the foregoing, RMT Parent, LMC and Spinco agree that service of process upon such Party at the address referred to in Section 10.02 (or such other address as may be solely and finally settled specified in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to Section 10.02 shall be resolved by the Committee. Each such Person hereby irrevocably consents to the deemed effective service of process of any of the aforementioned courts in any upon such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury TrialParty). EACH PARTY HERETO OF THE PARTIES HEREBY WAIVES, IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, INCLUDING ANY LITIGATION AGAINST ANY LENDER OR LENDER RELATED PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (SPINCO COMMITMENT LETTER OR THE PERFORMANCE THEREOF, IN EACH CASE WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT TORT, EQUITY, OR ANY OTHER THEORY)OTHERWISE. Each party hereto EACH PARTY HEREBY (A) certifies that no representativeCERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY SUCH SUIT, in the event of litigationACTION OR PROCEEDING, seek to enforce the foregoing waiver and SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement byACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, among other thingsAS APPLICABLE, the mutual waivers and certifications in this section. (l)BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.11.

Dispute Resolution; Consent to Jurisdiction. All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement or the RSUs PSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final (to the maximum extent permitted by applicable law). Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUsPSUs. (ii) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each party hereto (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this section. (l)

Dispute Resolution; Consent to Jurisdiction. All disputes between Any Proceeding seeking to enforce any provision of, or among based on any Persons matter arising out of or in any way connected with the Planconnection with, this Agreement or the RSUs Contemplated Transactions shall be solely brought in the Delaware Court of Chancery and finally settled by any state appellate court therefrom within the CommitteeState of Delaware (or, acting in good faithif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the determination State of which shall be final (Delaware), and each of the Parties hereby consents to the maximum extent permitted by applicable law)exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Any matters not covered by Process in any such Proceeding may be served on any Party anywhere in the preceding sentence shall world, whether within or without the State of Delaware. Without limiting the foregoing, each of the Parties agrees that service of process upon such Party at the address referred to in Section 10.02 (or such other address as may be solely and finally settled specified in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to Section 10.02) shall be resolved by the Committee. Each such Person hereby irrevocably consents to the deemed effective service of process of any of the aforementioned courts in any upon such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective 10 days after such mailing. For the avoidance of doubt, the Company and the Participant acknowledge and agree that any arbitration agreement entered into, whether before or after the Date of Grant, between Participant and the Company or any subsidiary of the Company shall not apply to any dispute arising under or in connection with the Plan, this Agreement or the RSUs. (ii) Waiver of Jury TrialParty. EACH PARTY HERETO OF THE PARTIES HEREBY WAIVES, IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED (TRANSACTIONS, WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT TORT, EQUITY, OR ANY OTHER THEORY)OTHERWISE. Each party hereto EACH PARTY HEREBY (A) certifies that no representativeCERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, agent or attorney of any other party has representedEXPRESSLY OR OTHERWISE, expressly or otherwiseTHAT SUCH OTHER PARTY WOULD NOT, that such other party would notIN THE EVENT OF ANY SUCH SUIT, in the event of litigationACTION OR PROCEEDING, seek to enforce the foregoing waiver and SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement byACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, among other thingsAS APPLICABLE, the mutual waivers and certifications in this section. (l)BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.11.