Common use of Governing Law; Jurisdiction; Service of Process Clause in Contracts

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties 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. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) 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 (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with federal bankruptcy law, to the Laws extent applicable, and, where state law is implicated, the internal laws of the State of Delaware, without giving effect to any choice or conflict principles of law provision or rule (whether conflicts of law. Without limiting any party’s right to appeal any order of the State Bankruptcy Court, the parties agree that if any dispute arises out of Delaware or in connection with this Agreement or any other jurisdiction) that would cause the application of the laws of documents executed hereunder or in connection herewith, the Bankruptcy Court shall have exclusive personal and subject matter jurisdiction and shall be the exclusive venue to resolve any and all disputes relating to the Transaction. Such court shall have sole jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation over such matters and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral affected thereby and Purchasers and the enforcement of Sellers each hereby consent and submit to such security interestjurisdiction; provided, mortgagehowever, or deed of trust. In additionthat if the bankruptcy proceedings have closed and cannot be reopened, each Maker hereto the Parties agree to unconditionally and irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring United States District Court for the District of Delaware and any action relating to this Note and Agreement in any appellate court other than thereof, for the aforesaid courts. Each of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction resolution of any such court claim or from any legal process commenced in such courts (whether through service of noticedispute. The Parties hereby irrevocably waive, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) objection which they may now or hereafter have to the suit, action or proceeding laying of venue of any such dispute brought in such court is brought in an or any defense of inconvenient forum, (ii) forum for the venue maintenance of such suit, action or proceeding is improper or (iii) this Note and Agreement, or dispute. Each of the subject matter hereof, Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions by suit on the judgment or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted provided by law. In the event any such action, suit or proceeding is commenced, the Parties hereby agree and consent that service of process may be made, and personal jurisdiction over any Party hereto in any such action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and other pleadings required to commence such action, suit or proceeding upon the Party at the address of such Party set forth in Section 9.4, unless another address has been designated by such Party in a notice given to the other Parties in accordance with the provisions of Section 9.4.

Governing Law; Jurisdiction; Service of Process. This AgreementTHIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and all claims agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or causes of action (whether at lawproceeding against it with respect to obligations, in contract liabilities or in tort or otherwise) that may be based upon, arise any other matter arising out of or relate to in connection with this Agreement Indenture or the negotiation, execution or performance hereof, shall Notes may be governed by and construed brought in accordance with the Laws courts of the State of DelawareNew York or the courts of the United States located in the Borough of Manhattan, without giving effect New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any choice action, suit or conflict proceeding for itself in respect of law provision its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or rule (whether hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of Delaware New York or any other jurisdiction) that would cause the application courts of the laws United States located in the Borough of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation Manhattan, New York City, New York and enforcement of a security interest, mortgage, hereby further irrevocably and unconditionally waives and agrees not to plead or deed of trust claim in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees court that any legal such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company shall appoint CT Corporation System, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for service of process in any suit, action or proceeding with respect to this Note and Agreement Indenture and the rights Notes and obligations arising hereunder, for actions brought under the U.S. federal or for recognition and enforcement of state securities laws brought in any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined U.S. federal or state court located in the federal and state courts located Borough of Manhattan in Delaware (the “Delaware Courts”)City of New York. Each The Company shall take all actions, including payment of the parties hereby irrevocably submits with regard fees to any such action or proceeding for itself and in respect of its property, generally and unconditionallyCT Corporation System, to the personal jurisdiction of the aforesaid courts. Each Maker agrees ensure that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) 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 (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawappointment remains effective at all times.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to any choice or conflict the extent that mandatory provisions of federal law provision or rule (whether apply. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware or and any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties 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. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any appellate court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethereof, in any action or proceeding with respect arising out of or relating to this Note Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and Agreement, each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any claim that it is not personally subject to the jurisdiction of the above named courtssuch action except in such court, (b) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such court action or from any legal process commenced proceeding may be heard and determined in such courts (whether through service of noticeDelaware state court, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such action or proceeding in any such Delaware state court, and (d) waives, to the fullest extent permitted by applicable lawLaw, the defense of any claim that (i) inconvenient forum to the suit, maintenance of such action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courtsDelaware state court. To the fullest extent permitted by applicable law, each Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties to this Agreement irrevocably consents to the service of process in accordance with any such action or proceeding in the manner provided for notices in Section 8.6 7 of the Plan of Mergerthis Agreement; provided, however, that nothing herein in this Agreement shall affect the right of any party to this Agreement to serve legal process in any other manner permitted by lawLaw.

Governing Law; Jurisdiction; Service of Process. This The Agreement, the Quality Agreement and all claims or causes Statement(s) of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, Work shall be governed by and construed in accordance with the Laws laws of the State of DelawareNew York, without giving effect reference to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation principles, otherwise applicable. The parties consent and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees agree that any legal action or proceeding against either party or any of their property with respect to any matter arising under or relating to this Note and Agreement, the Quality Agreement and the rights and obligations arising hereunder, or for recognition and enforcement all Statements of any judgment in respect of this Agreement and the rights and obligations arising hereunder Work may be brought in any court of the City and determined State of New York or any Federal Court of the United States of America located in the federal City and state courts located in Delaware (the “Delaware Courts”)State of New York as Service Provider may elect. Each By execution and delivery of the parties Agreement, both CORONADO and Service Provider each hereby irrevocably submits to and accepts with regard to any such action or proceeding proceeding, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note By execution and Agreement in any court other than the aforesaid courts. Each delivery of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) 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) both CORONADO and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby Service Provider further irrevocably consents to the service of process in accordance with Section 8.6 any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, in the case of the Plan Service Provider, to the attention of Merger; providedthe Service Provider Contact at its address set forth at the beginning of the Agreement and, howeverin the case of CORONADO, that nothing herein shall affect to the right attention of the CORONADO Contact at its address set forth at the beginning of the Agreement. CORONADO and Service Provider each hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any party suit, action or proceeding arising out of or relating to serve legal process in this Agreement, the Quality Agreement and each Statement of Work, and each hereby further irrevocably waives any other manner permitted by lawclaim that the State of New York is not a convenient forum for any such suit, action or proceeding.

Governing Law; Jurisdiction; Service of Process. This AgreementThe Indenture, the Notes and the Guaranty are governed by, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may will be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with with, the Laws laws of the State of DelawareNew York. The Issuer and the Guarantor have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, without giving effect to any choice or conflict of law provision or rule (whether of the City and State of Delaware or any other jurisdiction) that would cause New York for the application purposes of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”). Each of the parties 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. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject arising out of or related to the jurisdiction of Notes, the above named courtsGuaranty or the Indenture. The Issuer and the Guarantor have irrevocably waived, (b) 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 (c) to the fullest extent permitted by applicable law, any claim that (i) objection which it may have to the suit, laying of the venue of any such action or proceeding brought in such a court is and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum, (ii) forum and any right to which it may be entitled on account of place of residence or domicile. The Issuer and the venue of Guarantor have agreed that final judgment in any such suit, action or proceeding is improper or (iii) this Note brought in such court shall be conclusive and Agreement, or the subject matter hereof, binding upon such party and may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents any court to the service jurisdiction of process in accordance with Section 8.6 of the Plan of Mergerwhich such party is subject by a suit upon such judgment; provided, however, that nothing herein shall affect service of process is effected upon such Person in the right manner specified in the following paragraph or as otherwise permitted by law. As long as any Note remains outstanding, the Issuer and the Guarantor will at all times have an authorized agent in the Borough of Manhattan, City and State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to the Notes. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding shall, to serve the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. The Issuer and the Guarantor has each appointed National Corporate Research, Ltd., located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any other manner permitted proceedings in the Borough of Manhattan, City and State of New York. Service of process personally delivered upon the agents specified in the preceding paragraph and written notice of such service delivered to the Issuer and the Guarantor shall be deemed in every respect effective service of process upon the Issuer and the Guarantor, provided, however, that no notice by lawmail on the Issuer and the Guarantor or any of its agents shall be deemed effective service of process.

Governing Law; Jurisdiction; Service of Process. This Agreement, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with and governed by the Laws law of the State of Delaware, New York (without giving effect reference to any choice or conflict its rules as to conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trustlaw). In addition, each Maker hereto Each party irrevocably agrees that any legal action action, suit or proceeding against either of them arising out of or in connection with this Agreement or the transactions contemplated hereby or disputes relating thereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the state courts of New York located in Manhattan, and hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, with respect to this Note and Agreement and the rights and obligations arising hereunderany such action, suit or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”)proceeding. Each of the parties 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. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) 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 (c) hereto waives to the fullest extent permitted by applicable law, any law claim that (i) the suitsuch action, action suit or proceeding brought in such court the venue specified in this Section is brought in an inconvenient forumforum or that such venue is otherwise improper, (ii) the venue of such suitand any right to trial by jury in any action, action suit or proceeding is improper brought to enforce, defend or (iii) this Note and Agreementinterpret any rights or remedies under, or the subject matter hereofarising in connection with or relating to, may not be enforced in or by such courtsthis Agreement. To the fullest extent permitted by applicable law, each Each of the parties hereto hereby irrevocably consents to the service of any and all legal process, summonses, notices and other documents which may be served in any action, suit or proceeding in the United States District Court for the Southern District of New York or the state courts of New York located in Manhattan, which service may be made by mailing a copy of such process in accordance with Section 8.6 of by certified or registered mail, postage prepaid, to the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process be served at its address as provided in any other manner permitted by lawSection 9.1 hereof, with such service to be effective upon receipt.

Governing Law; Jurisdiction; Service of Process. This AgreementAgreement shall be governed by, and all claims or causes construed in accordance with, the internal laws of action (whether at the State of New York, without giving effect to the principles of conflicts of law. All questions concerning the construction, in contract or in tort or otherwise) that may be based uponvalidity, arise out enforcement and interpretation of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the Laws internal laws of the State of DelawareNew York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”)New York. Each of the parties party 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 exclusive jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any action relating to this Note dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and Agreement in any court other than the aforesaid courts. Each of the Makers hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, assert in any suit, action or proceeding with respect to this Note and Agreementproceeding, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in court, that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) forum or that the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in or by such courtsimproper. To the fullest extent permitted by applicable law, each of the parties hereto Each party hereby consents to the irrevocably waives personal service of process and consents to process being served in accordance with Section 8.6 any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of the Plan of Merger; provided, however, that nothing process and notice thereof. Nothing contained herein shall affect the be deemed to limit in any way any right of any party to serve legal process in any other manner permitted by law.

Governing Law; Jurisdiction; Service of Process. This AgreementTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Any and all claims, controversies, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise arising out of or relate relating to this Agreement Agreement, whether sounding in contract, tort, or the negotiation, execution or performance hereofstatute, shall be governed by and construed in accordance with the Laws laws of the State of DelawareTexas, including its statutes of limitations, without giving effect to any choice conflict-of-laws or conflict of law provision or other rule (whether of the State of Delaware or any other jurisdiction) that would cause result in the application of the laws of any jurisdiction other than the State of Delaware; provided that the law of the jurisdiction which governs the creation and enforcement of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Delaware (the “Delaware Courts”)different jurisdiction. Each of the parties hereby irrevocably submits hereto (a) shall submit itself to the exclusive jurisdiction of any federal or state court located in Xxxxxx County in the State of Texas, (b) agrees that venue will be proper as to proceedings brought in any such court with regard respect to such a dispute, (c) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (d) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement brought in any court other than such court. With respect to any such action, service of process upon any party hereto in the aforesaid courtsmanner provided in Section 3.3 for the giving of notices shall be deemed, in every respect, effective service of process upon such party. Each of the Makers hereby parties hereto irrevocably waiveswaives any immunity to jurisdiction to which it may be entitled or become entitled (including sovereign immunity, and agrees not immunity to assertpre-award attachment, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) 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, post-award attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, in any claim that (i) the suit, action proceedings against it arising out of or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) based on this Note and Agreement, Agreement or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 8.6 of the Plan of Merger; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by lawTransaction.

Governing Law; Jurisdiction; Service of Process. This AgreementAll disputes, and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise controversies arising out of or relate relating to this Agreement Agreement, or the negotiation, execution validity or performance hereofof this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws laws of the State of Delaware. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, without giving effect each of the parties hereto: (i) irrevocably and unconditionally consents and submits, for itself and its property, to any choice or conflict the exclusive jurisdiction and venue of law provision or rule (whether the Court of Chancery of the State of Delaware or (or, in the case of any other claim as to which the federal courts have exclusive subject matter jurisdiction) that would cause , the application Federal court of the laws United States of any jurisdiction other than America, sitting in Delaware); (ii) agrees that all claims in respect of such action or proceeding must be commenced, and may be heard and determined, exclusively in the Court of Chancery of the State of DelawareDelaware (or, if applicable, such Federal court); provided that (iii) waives, to the law fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the jurisdiction which governs the creation and enforcement venue of a security interest, mortgage, or deed of trust in any item of Collateral shall govern the rights and obligations of the parties to that item of Collateral and the enforcement of such security interest, mortgage, or deed of trust. In addition, each Maker hereto irrevocably agrees that any legal action or proceeding with respect to this Note and 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 may be brought and determined in the federal and state courts located in Court of Chancery of the State of Delaware (and, if applicable, such Federal court); and (iv) waives, to the “fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware Courts”(or, if applicable, such Federal court). Each of the parties hereby irrevocably submits with regard to hereto agrees that a final judgment in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each Maker agrees that it will not bring any action relating to this Note and Agreement in any court other than the aforesaid courts. Each of the Makers 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 Note and Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) 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 (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Note and Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. To the fullest extent permitted by applicable law, each of the parties hereto hereby Each party to this Agreement irrevocably consents to the service of process in accordance with the manner provided for notices in Section 8.6 of the Plan of Merger; provided, however, that nothing herein 11. Nothing in this Agreement shall affect the right of any party to this Agreement to serve legal process in any other manner permitted by lawLaw.