Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by in all respects by, and construed in accordance with with, the laws of the State of New YorkYork (without giving effect to its principles of conflicts of laws, without regard to the conflict extent such principles would require or permit the application of law principles thereofthe laws of a jurisdiction other than the State of New York). All Actions Any claim, action or dispute against any Party or any Consenting Convertible Note Holder to this Agreement arising out of or in any way relating to this Agreement shall be heard and determined exclusively brought in any state or federal court the courts of the State of New York located in the City and County of New York or in the Federal Courts of the United States sitting in the State, County and City of New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto of the Parties and Consenting Convertible Note Holders hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court such courts for the purpose of any Action arising out of such claim, action or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees dispute; provided that a final judgment in any Action such 50 claim, action or dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party Party and each Consenting Convertible Note Holder irrevocably consents waives and unconditionally agrees not to the service assert, by way of the summons and complaint and any other process a motion, as a defense, counterclaim or otherwise, in any other action or proceeding relating with respect to this Agreement (a) any objection that it may ever have that the laying of venue of any such claim, action or dispute in any federal or state court located in the above named state or city is improper, (b) any objection that any such claim, action or dispute brought in any of the above named courts has been brought in an inconvenient forum or (c) any claim that it is not personally subject to the transactions contemplated by this Agreement, on behalf jurisdiction of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawabove named courts.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement Limited Guarantee shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the laws Law of the State of New York applicable to contracts executed in and to be performed therein without regard to the conflicts of law principles thereof. The parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of New York located in the Borough of Manhattan, and the federal courts of the United States of America located in the State of New York, without regard Borough of Manhattan, solely in respect of the interpretation and enforcement of the provisions of this Limited Guarantee, and hereby waive, and agree not to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively assert, as a defense in any state action, suit or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court proceeding for the purpose of any Action arising out of interpretation or relating to this Agreement brought by any party hereto and (ii) irrevocably waivesenforcement hereof, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courtsthereto or that such action, that its property suit or proceeding may not be brought or is exempt not maintainable in said courts or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, thereof may not be appropriate or that this Agreement or the transactions contemplated hereby Limited Guarantee may not be enforced in or by any Specified Court. Each party agrees such courts, and the parties hereto irrevocably agree that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents all claims with respect to the service of the summons and complaint and any other process in any other such action or proceeding relating shall be heard and determined in such a New York State or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the transactions contemplated extent permitted by this Agreementlaw, on behalf of itself, or its property, by personal delivery of copies over the subject matter of such dispute and agree that mailing of process to or other papers in connection with any such party at action or proceeding in the applicable address set forth manner provided herein or in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any such other manner as may be permitted by applicable lawlaw shall be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Court Courts”) for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Agreement brought by any party hereto or the transactions contemplated hereby (a “Proceeding”), and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 9.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g).1. Nothing in this Section 2(d) 9.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the conflict principles of law principles thereofconflicts of law. All Actions Any legal suit, action or proceeding arising out of or relating to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be heard and determined exclusively instituted in any state or the federal court courts of the United States of America located in New York, New York (or in any appellate courts thereof) (collectively, the “Specified Courts”). Each , and each party hereto hereby (i) irrevocably submits to the non-exclusive jurisdiction of any such Specified Court for the purpose Courts of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, such courts in any such Actionsuit, action or proceeding. Service of any claim that it is not subject personally process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the jurisdiction laying of venue of any suit, action or other proceeding in the above-named courtsSpecified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, that its property is exempt action or immune from attachment or execution, that the Action is other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each each party irrevocably consents waives, to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts or any other court of competent jurisdiction.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York the State of Delaware (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 8(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 8(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g8(a). Nothing in this Section 2(d8(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with under the laws of the State of New York, without regard York applicable to contracts made and to be performed entirely within the conflict State of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) irrevocably submits to the non-exclusive jurisdiction of any Specified Court the state and federal courts sitting in the City and County of New York for the purpose adjudication of any Action arising out of dispute hereunder or relating to this Agreement brought by in connection herewith or with any party hereto transaction contemplated hereby and (ii) hereby irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Actionsuit, action or proceeding, any claim that it is not personally subject personally to the jurisdiction of the above-named courtsany such court, that its property is exempt such suit, action or immune from attachment or execution, that the Action proceeding is brought in an inconvenient forum, forum or that the venue of the Action such suit, action or proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment hereby irrevocably waives personal service of process and consents to process being served in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other such suit, action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process mailing a copy thereof to such party at the applicable address set forth in Section 2(g)effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in this Section 2(d) shall affect the any way any right of any party to serve legal process in any manner permitted by law. In any action, suit or proceeding in any jurisdiction brought by any party against any other manner party, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws Laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State Commonwealth of New York, Massachusetts without regard to the conflict choice of law principles thereof. All Actions arising out Each of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court the state and federal courts located in the Commonwealth of Massachusetts for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement brought by and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto and (ii) anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally consents to the jurisdiction of any such court in any such suit, action or proceeding and to the above-named courtslaying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that its property is exempt any such suit, action or immune from attachment or execution, that the Action is proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by . If any Specified Court. Each party agrees that a final judgment in any Action hereto shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other commence an action or proceeding relating to enforce any provisions of the transactions contemplated Transaction Documents, then, the prevailing party in such action or proceeding shall be reimbursed by this Agreementthe non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, on behalf of itself, or its property, by personal delivery of copies preparation and prosecution of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawaction or proceeding.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and any dispute enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws principles thereof. All actions, claims or controversy other legal proceedings arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York Allegheny County in the Commonwealth of Pennsylvania (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.2. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g4(g). Nothing in this Section 2(d4(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, York without regard to the conflict choice of law principles thereof. All Actions arising out Each of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court the state and federal courts located in the State of New York for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement brought by and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto and (ii) anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally consents to the jurisdiction of any such court in any such suit, action or proceeding and to the above-named courtslaying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that its property is exempt any such suit, action or immune from attachment or execution, that the Action is proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by . If any Specified Court. Each party agrees that a final judgment in any Action hereto shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other commence an action or proceeding relating to enforce any provisions of the transactions contemplated Transaction Documents, then, the prevailing party in such action or proceeding shall be reimbursed by this Agreementthe non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, on behalf of itself, or its property, by personal delivery of copies preparation and prosecution of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawaction or proceeding.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(h). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, York without regard to the conflict of law principles thereof. All Actions arising out Each of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court the state and federal courts located in the State of New York for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement brought by and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto and (ii) anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally consents to the jurisdiction of any such court in any such suit, action or proceeding and to the above-named courtslaying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that its property is exempt any such suit, action or immune from attachment or execution, that the Action is proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by . If any Specified Court. Each party agrees that a final judgment in any Action hereto shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other commence an action or proceeding relating to enforce any provisions of the transactions contemplated Transaction Documents, then, the prevailing party in such action or proceeding shall be reimbursed by this Agreementthe non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, on behalf of itself, or its property, by personal delivery of copies preparation and prosecution of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawaction or proceeding.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Exchange Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out Without derogating from the agreement to arbitrate in Section 6.2, each party hereto hereby (a) submits to the exclusive jurisdiction of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the County of New York, York in the State of New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Exchange Agreement brought or the transactions contemplated hereby and permitted by any party hereto Section 6.2 (a “Proceeding”), and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Exchange Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the its applicable address set forth in Section 2(g)6.9. Nothing in this Section 2(d) 6.3 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement Amendment shall be construed in accordance with and governed by the law of the State of New York. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any dispute appellate court from any thereof, in any action or controversy proceeding arising out of or relating to this Agreement shall be governed by Amendment and construed in accordance with the laws any other Loan Document, or for recognition or enforcement of any judgment, and each of the State parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of New York, without regard to the conflict of law principles thereof. All Actions arising out of any such action or relating to this Agreement shall proceeding may be heard and determined exclusively in any state or federal court located in New York, such New York (or State or, to the extent permitted by law, in any appellate courts thereof) (the “Specified Courts”)such Federal court. Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party parties hereto agrees that a final judgment in any Action 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 Lawlaw. Each party irrevocably consents to the service of the summons and complaint and Nothing in this Amendment or any other process in Loan Document shall affect any other right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, Amendment or any other Loan Document against any Loan Party or its property, by personal delivery of copies of such process to such party at properties in the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right courts of any party to serve legal process in any other manner permitted by applicable lawjurisdiction.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed interpreted in accordance with the substantive laws of the State of New York, without regard to excluding its conflicts of laws principles. In the conflict of law principles thereof. All Actions arising out of or relating to this Agreement event any action shall be heard and determined exclusively brought to enforce or interpret the terms of this Agreement, the Parties agree that such action will be brought in any state the State or federal court Federal courts located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party hereto of the Parties hereby (i) irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of any Specified Court for the purpose aforesaid courts. Each of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) the Parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, defense as a defense, counterclaim or otherwise, in any such Actionaction or proceeding with respect to this Agreement, (a) any claim that it is not personally subject personally to the jurisdiction of the above-named courtscourts for any reason other than the failure to lawfully serve process, (b) 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 executionotherwise), and (c) to the fullest extent permitted by Applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, that (ii) the venue of the Action such suit, action or proceeding is improper, or that and (iii) this Agreement Agreement, or the transactions contemplated hereby subject matter hereof, may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawcourts.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 9.6, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at in the applicable address set forth manner provided for notices in Section 2(g)9.3. Nothing in this Section 2(d) 9.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 9.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)9.1. Nothing in this Section 2(d) 9.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York, York (without regard giving effect to the conflict its choice of law principles thereofprinciples). All Actions For purposes of any action arising out of or relating to in connection with this Agreement shall be heard or any transaction contemplated hereby, each party hereto (a) irrevocably submits to the exclusive jurisdiction and determined exclusively in venue of any state or federal court located in within New YorkYork County, State of New York (or in any appellate court in which appeal from such courts thereofmay be taken), (b) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction agrees that service of any Specified Court process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 10(a) shall be effective service of process for the purpose of any Action arising out of or relating with respect to any matters to which it has submitted to jurisdiction in this Agreement brought by any party hereto Section 10(f), (c) waives and (ii) irrevocably waives, and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionsuch court, that the Action action is brought in an inconvenient forum, that the venue of the Action action is improper, improper or that this Agreement or the transactions contemplated hereby subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any Specified Courtoffsets or counterclaims in any such action, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that a final judgment in any Action such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process law or in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawequity.

Governing Law; Jurisdiction. This Agreement and THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. The Corporation irrevocably submits to the exclusive jurisdiction of any dispute State or controversy Federal Court sitting in the State of Florida, County of Hillsborough, over any suit, action, or proceeding arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereofNote. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) The Corporation irrevocably waives, and agrees not to assert the fullest extent permitted by way law, any objection which it may now or hereafter have to the laying of motion, defense or otherwise, in the venue of any such Actionsuit, action, or proceeding brought in such a court and any claim that it is not subject personally to the jurisdiction of the above-named courtssuit, that its property is exempt action, or immune from attachment or execution, that the Action is proceeding has been brought in an inconvenient forum, . The Corporation agrees that the venue service of process upon it mailed by certified or registered mail (and service so made shall be deemed complete three days after the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in same has been posted as aforesaid) or by personal service shall be deemed in every respect effective service of process upon it in any Specified Courtsuch suit or proceeding. Each party Nothing herein shall affect Holder’s right to serve process in any other manner permitted by law. The Corporation agrees that a final non-appealable judgment in any Action such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the such judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawlawful manner.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the City of New York, in the State of New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g3(g). Nothing in this Section 2(d3(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the County of New York, York in the State of New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions Subject to Section 6.10, all actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 6.10, each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of New York, York without regard to the conflict choice of law principles thereof. All Actions arising out Each of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of any Specified Court the state and federal courts located in the State of New York for the purpose of any Action suit, action, proceeding or judgment relating to or arising out of or relating to this Agreement brought by and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto and (ii) anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally consents to the jurisdiction of any such court in any such suit, action or proceeding and to the above-named courtslaying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that its property is exempt any such suit, action or immune from attachment or execution, that the Action is proceeding brought in any such court has been brought in an inconvenient forum, that the venue . If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive reimbursed by the non-prevailing party for its reasonable attorneys’ fees and may be enforced in other jurisdictions by suit on costs and expenses incurred with the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons investigation, preparation and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies prosecution of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawAction or Proceeding.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, without regard to the conflict of law laws principles thereof; provided that, for the avoidance of doubt, the statutory and fiduciary duties of the directors of SPAC, Pubco and Holder shall in each case be governed by the Laws of the Cayman Islands. All Subject to Section 2(d), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkYork County, State of New York (or in any appellate courts court thereof) (the “Specified Courts”). Each Subject to Section 2(d), each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(h). Nothing in this Section 2(d2(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party Party hereto hereby (iA) submits to the exclusive jurisdiction of any Specified Court state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party Party 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 party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfitself or himself, or its or his property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.3 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)Delaware. Each party The Parties hereto hereby (ia) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party agrees The Parties agree that a final judgment in any 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 Lawlaw. Each party of the Parties irrevocably consents to the service of the summons and complaint and any other process in any other action Action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 13.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)county. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court New York county state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Purchaser, the Company and the Company Shareholders agrees that a final judgment in any Action 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 party of Purchaser, the Company and Company Shareholders irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and its effect are subject to and shall be construed and enforced in accordance with the law of [*], without regard to its conflicts or choice of law rules or principles, except as to any dispute issue which depends upon the validity, scope or controversy enforceability of any Licensed Patent, which issue shall be determined in accordance with the laws of the country in which such patent was issued. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of [*] for any matter arising out of or relating to this Agreement shall be governed and the transactions contemplated [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and construed in accordance filed separately with the laws Securities and Exchange Commission pursuant to Rule 406 of the State Securities Act of New York1933, without regard to the conflict of law principles thereofas amended. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waiveshereby, and agrees not to assert by way commence any litigation relating thereto except in such courts. Each of motion, defense or otherwise, in the Parties hereby irrevocably and unconditionally waives any such Action, any claim that it is not subject personally objection to the jurisdiction laying of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that any matter arising out of this Agreement or the transactions contemplated hereby may in the courts of [*] and hereby further irrevocably and unconditionally waives and agrees not be enforced to plead or claim in or by any Specified Courtsuch court that any such matter brought in any such court has been brought in an inconvenient forum. Each party agrees The Parties agree that a final judgment in any Action such matter shall be conclusive and may be enforced in other jurisdictions by suit suits on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to Any proceeding brought by either Party under this Agreement shall be exclusively conducted in the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawEnglish language.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d2(c) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement Limited Guarantee shall be governed by and construed in accordance with the internal laws of the State of New York, Delaware without regard giving effect to the any choice or conflict of law principles thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware. All Actions Each of the parties to this Limited Guarantee (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware in any action or proceeding arising out of or relating to this Agreement shall Limited Guarantee, (b) agrees that all claims in respect of such action or proceeding may be heard and determined exclusively only in such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any state action or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action proceeding arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Limited Guarantee in any other manner provided by Law. Each party irrevocably consents to the court, and (e) agrees that service of the summons and complaint and any other process upon such party in any other action or proceeding relating shall be effective under any manner permitted under the laws of the State of Delaware. Each of the parties hereto waives any defense of inconvenient forum to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right maintenance of any party to serve legal process in such action or proceeding so brought and waives any bond, surety or other security that might be required of any other manner permitted by applicable lawparty with respect thereto.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkYork County, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Court Courts”) for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Agreement brought by any party hereto or the transactions contemplated hereby (a “Proceeding”), and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, any state or federal court located in New York, New York within the State of Delaware (or in and any appellate courts thereofhaving jurisdiction over appeals therefrom) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 9.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 9.6, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at in the applicable address set forth manner provided for notices in Section 2(g)9.3. Nothing in this Section 2(d) 9.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)Delaware. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Radiancy, PhotoMedex and Merger Sub agrees that a final judgment in any Action 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 party of Radiancy, PhotoMedex and Merger Sub irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 8.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Sections 1.14 and 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Sections 1.14 and 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement Debenture shall be governed by and construed in accordance with the laws of the State of New York, York without regard to the conflict of law conflicts-of-laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard The Company and determined exclusively in any state or federal court located in New York, New York each Subsidiary hereby irrevocably (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of, and agrees that any action, suit or other proceeding at law, in equity or otherwise, shall only be brought in the Supreme Court, New York County, or Federal District Court for the Southern District of any Specified Court New York, for the purpose of any Action such suit, action or other proceeding arising out of or relating based upon this Debenture or the transactions contemplated hereby ("Action"); (b) waives, to this Agreement brought the extent not prohibited by any party hereto and (ii) irrevocably waivesapplicable law, rule or regulation, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it any such person is not subject personally to the jurisdiction of the above-named aforementioned courts, that its property is exempt or immune from attachment or execution, that any such action brought in the Action aforementioned court is brought in an inconvenient forum, that the venue of any such action brought in the Action aforementioned court is improper, or that this Agreement Debenture, or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive such court; and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably (c) consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated such Action by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)recognized overnight courier service. Nothing in this Section 2(d) herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New YorkColorado, without regard to the its conflict of law principles thereoflaws principles. All Actions actions, suits or proceedings (each an “Action”, and, collectively, “Actions”), arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereofhaving original jurisdiction over) El Paso County, Colorado (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the contemplated transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(d). Nothing in this Section 2(d2(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkFlorida, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkSarasota, New York Florida (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d2(c) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 10.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 10.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 8.6, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 8.6, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at in the applicable address set forth manner provided for notices in Section 2(g)8.3. Nothing in this Section 2(d) 8.7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Parent, Merger Sub and the Company agrees that a final judgment in any Action 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 party of Parent, Merger Sub and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.4 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict conflicts of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware. The Parties hereby: (or in any appellate courts thereofa) (the “Specified Courts”). Each party hereto hereby (i) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto Party and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Parent, Merger Sub, and the Company agrees that a final judgment in any Action action or proceeding with respect to which all appeals have been taken or waived, shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by Law. Each party of Parent, Merger Sub, and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)York. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court state or federal court located in New York, New York, for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that he, she or it is not subject personally to the jurisdiction of the above-named courts, that its his, her or property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party Party agrees that a final judgment in any Action 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 party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of himself, herself or itself, or his, her or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g7(h). Nothing in this Section 2(d7(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”)County. Each party The Parties hereto hereby (iA) submits submit to the exclusive jurisdiction of any Specified Court New York County state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iiB) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Datasea, the Company and the Company Shareholders agrees that a final judgment in any Action 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 party of Datasea, the Company and Company Shareholders irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkWilmington, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard Delaware applicable to the conflict of law principles thereofcontracts entered into and performed entirely within such State. All Actions proceedings, suits, investigations, arbitrations or actions (collectively, “Actions”) arising out of or relating to this Agreement shall be heard and determined exclusively in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court located in New York, New York (or within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any appellate courts thereof) (such Action and irrevocably waive the “Specified Courts”)defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 7.3 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto hereby (i) submits to the exclusive jurisdiction agrees that service of any Specified Court for the purpose of process upon such party in any Action arising out of or relating to this Agreement brought shall be effective if notice is given by any party in the manner set forth in Section 7.7 of this Agreement. The parties hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents applicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawa final trial court judgment.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Nevada without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkXxxxx County, New York Nevada (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the conflict principles of law principles thereofconflicts of law. All Actions Any legal suit, action or proceeding arising out of or relating to based upon this Agreement shall or the transactions contemplated hereby (“Related Proceedings”) may be heard and determined exclusively instituted in any the federal courts of the United States of America or the state or federal court courts of New York State located in New York, New York (or in any appellate courts thereof) (collectively, the “Specified Courts”). Each , and each party hereto hereby (i) irrevocably submits to the non-exclusive jurisdiction of any such Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, Courts in any such Actionsuit, action or proceeding. Service of any claim that it is not subject personally process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the jurisdiction laying of venue of any suit, action or other proceeding in the above-named courtsSpecified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, that its property is exempt action or immune from attachment or execution, that the Action is other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each each party irrevocably consents waives, to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts or any other court of competent jurisdiction.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New YorkCastle County, New York Delaware. The Parties hereby: (or in any appellate courts thereofa) (the “Specified Courts”). Each party hereto hereby (i) submits submit to the exclusive jurisdiction of any Specified Court Delaware state or federal court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto Party and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courtof the above-named courts. Each party of Parent, Merger Sub, and Chaparral agrees that a final judgment in any Action action or proceeding with respect to which all appeals have been taken or waived, shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by Law. Each party of Parent, Merger Sub, and Chaparral irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, itself or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)Party. Nothing in this Section 2(d) 9.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions disputes arising out of or relating to this Agreement shall be heard and determined exclusively in any state New York State court or federal Federal court located of the United States of America sitting in New York, New York (or City in any appellate courts thereof) the Borough of Manhattan (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action dispute arising out of or relating to this Agreement brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Actiondispute, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action dispute is brought in an inconvenient forum, that the venue of the Action dispute is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding dispute relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)7.01. Nothing in this Section 2(d) 7.04 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard Maryland. Each of the Parties (a) irrevocably and unconditionally consents to the conflict personal jurisdiction and venue of law principles thereof. All Actions arising out the Circuit Court for Baltimore City, Maryland, or, in the event the action involves a cause of action over which the federal courts have exclusive subject matter jurisdiction, the United States District Court for the District of Maryland, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement shall be heard and determined exclusively or otherwise in any state or federal court located in New York, New York (or in any appellate other than such courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (iid) irrevocably waives, and agrees not to assert by way waives any claim of motion, defense improper venue or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in those courts are an inconvenient forum, . The Parties agree that the venue mailing of the Action is improper, process or that this Agreement or the transactions contemplated hereby may not be enforced other papers in or by connection with any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other such action or proceeding relating to in the transactions contemplated by this Agreement, on behalf of itself, manner provided in paragraph 19 below or its property, by personal delivery of copies of in such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. Each of the Parties, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such Party may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of conduct, dealing, statements (whether oral or written), or actions of any of them. No Party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

Governing Law; Jurisdiction. This Agreement and any dispute Proceeding or controversy arising out of other matter relating hereto or relating to this Agreement thereto (or the negotiation hereof) shall be governed by construed and construed enforced in accordance with the laws of the State of New York, York without regard giving effect to the conflict any conflicts of law principles thereofrules or provisions that would compel the application of the substantive laws of another jurisdiction. All Actions Proceedings arising out of or relating to this Agreement (or the negotiation hereof) shall be heard and determined exclusively in any state or federal court the courts of the State of New York located in the City and County of New York, Borough of Manhattan, and the appellate courts therefrom or, solely to the extent such courts lack jurisdiction, any federal court sitting in the State of New York (or in and any appellate courts thereof) (therefrom. Consistent with the “Specified Courts”). Each party preceding sentence, the parties hereto hereby (ia) submits submit to the exclusive jurisdiction of any Specified Court such courts for the purpose of any Action arising out of or relating to this Agreement such Proceeding brought by any party hereto and (iib) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense defense, or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-above named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby by this Agreement may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)above named courts. Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section_11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions Subject to Section 6.10, all actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 6.10, each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g6(g). Nothing in this Section 2(d6(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall will be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (iii) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 11.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 11.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)11.1. Nothing in this Section 2(d) 11.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.1. Nothing in this Section 2(d) 10.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto Subject to Section 7(e), each Party hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and Party, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other Party with respect thereto. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York, York (without regard giving effect to the conflict its choice of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”principles). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose For purposes of any Action arising out of or relating to in connection with this Agreement brought by or any transaction contemplated hereby, each party hereto and (iia) irrevocably waivessubmits to the exclusive jurisdiction and venue of any state or federal court located within New York County, State of New York (or in any court in which appeal from such courts may be taken), (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 7.2 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 7.9, (c) waives and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or executionsuch court, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, improper or that this Agreement or the transactions contemplated hereby subject matter hereof may not be enforced in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any Specified Courtoffsets or counterclaims in any such Action, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process law or in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawequity.

Governing Law; Jurisdiction. This In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. Subject to Section 6.11, any dispute action, proceeding or controversy claim arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 6.11, each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard Delaware applicable to the conflict of law principles thereofcontracts entered into and performed entirely within such State. All Actions proceedings, suits, investigations, arbitrations or actions (collectively, “Actions”) arising out of or relating to this Agreement shall be heard and determined exclusively in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court located in New York, New York (or within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any appellate courts thereof) (such Action and irrevocably waive the “Specified Courts”)defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 9.3 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto hereby (i) submits to the exclusive jurisdiction agrees that service of any Specified Court for the purpose of process upon such party in any Action arising out of or relating to this Agreement brought shall be effective if notice is given by any party in the manner set forth in Section 9.7 of this Agreement. The parties hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents applicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawa final trial court judgment.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York City in the Borough of Manhattan (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This All of the terms of this Agreement and the duties, rights and remedies of the parties to it and any dispute and all matters arising directly or controversy indirectly herefrom and therefrom shall be governed by and construed according to the laws of the State of New York without respect to the conflicts of law provisions thereof. Each of the parties hereto hereby (i) irrevocably consents and submits to the sole exclusive personal jurisdiction and venue of the state and federal courts in New York County, New York (and of the appropriate appellate courts from any of the foregoing) in connection with any proceeding directly or indirectly arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating Agreement; provided that a party to this Agreement shall be heard and determined exclusively entitled to enforce an order or judgment of such court in any state United States or federal foreign court located having jurisdiction over the other party hereto, (ii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iii) agrees not to commence any proceeding other than in New Yorksuch courts and (iv) agrees that service of any summons, New York (complaint, notice or other process relating to any proceeding in any appellate courts thereof) (connection herewith may be effected in the “Specified Courts”)manner provided for the giving of notice hereunder as set forth in Section 10.5 below. Each party hereto hereby (i) submits waives to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner fullest extent permitted by applicable law, any right it or he may have to a trial by jury in respect to any suit, action or other proceeding directly or indirectly arising out of, under or in connection with this Agreement.

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and any dispute enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws principles thereof. All actions, claims or controversy other legal proceedings arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York Philadelphia County in the Commonwealth of Pennsylvania (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.2. Nothing in this Section 2(d) 6.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating its effect are subject to this Agreement and shall be governed by construed and construed enforced in accordance with the laws law of the State of New York, without regard to its conflicts of laws, except as to any issue which depends upon the conflict validity, scope or enforceability of law principles thereofany Amgen Patent, Kite Patent or Collaboration Patent, which issue shall be determined in accordance with the laws of the country in which such patent was issued, and except with respect to any issue of inventorship of any Collaboration IP, which shall be determined in accordance with U.S. federal law. All Actions Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York for any matter arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waivestransactions contemplated hereby, and agrees not to assert by way commence any litigation relating thereto except in such courts. Each of motion, defense or otherwise, in the Parties hereby irrevocably and unconditionally waives any such Action, any claim that it is not subject personally objection to the jurisdiction laying of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that any matter arising out of this Agreement or the transactions contemplated hereby may in the courts of the State of New York and hereby further irrevocably and unconditionally waives and agrees not be enforced to plead or claim in or by any Specified Courtsuch court that any such matter brought in any such court has been brought in an inconvenient forum. Each party agrees The Parties agree that a final judgment in any Action such matter shall be conclusive and may be enforced in other jurisdictions by suit suits on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to Any proceeding brought by either Party under this Agreement shall be exclusively conducted in the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawEnglish language.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with with, the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courtsSpecified Courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action Action arising out of or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g8(a). Nothing in this Section 2(d8(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and any dispute construed in accordance with, the Laws of the State of [Delaware], without giving effect to principles or controversy rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any Action based upon, arising out of or relating related to this Agreement shall or the transactions contemplated hereby may be governed by brought in federal and construed state courts located in accordance with the laws of the State of New YorkDelaware, without regard to and each of the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of each such court in any Specified Court for such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the purpose of Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not in any other court. Nothing herein contained shall be enforced deemed to affect the right of any Party to serve process in any manner permitted by Law or by to commence legal proceedings or otherwise proceed against any Specified Court. Each party agrees that a final judgment other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawbrought pursuant to this Section 2(d). Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. (a) This Agreement and any claim, controversy or dispute arising under or controversy arising out of or relating related to this Agreement Agreement, whether arising in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of New York, without regard giving effect to the conflict principles of law principles comity or conflicts of laws thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service laws of in the State of New York, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the summons and complaint and any other process courts in the State of New York. Notwithstanding the foregoing, claims for equitable relief may be brought in any other action or proceeding relating court with proper jurisdiction within the United States, but such claims will be subject to the laws of the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions contemplated by this Agreement. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement or any Schedule regardless of when and howsoever adopted, on behalf enacted and further amended under the laws of itselfthe State of New York or any other state. If UCITA is adopted and enacted in the State of New York or any other state and, or its property, by personal delivery of copies as a result of such process adoption and enactment or any subsequent amendment thereto, the parties are required to such party at take any action to effectuate the applicable address set forth in Section 2(g). Nothing in result contemplated by this Section 2(d) shall affect 18.4, including amending this Agreement, the right of any party parties agree to serve legal process in any other manner permitted by applicable lawtake such action as may be reasonably required, including amending this Agreement accordingly.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the Southern District of New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each Subject to Section 7(e), each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and hereto, (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified CourtCourt and (c) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLaw or in equity. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g7(a). Nothing in this Section 2(d7(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 9.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Subject to Section 9.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)9.1. Nothing in this Section 2(d) 9.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto Party hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto Party and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g2(f). Nothing in this Section 2(d2(c) shall affect the right of any party Party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(g). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating Without derogating from the agreement to this Agreement shall be heard and determined exclusively arbitrate in any state or federal court located in New YorkSection 6.9, New York (or in any appellate courts thereof) (the “Specified Courts”). Each each party hereto hereby (i) submits to the exclusive jurisdiction of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified Court Courts”) for the purpose of any Action claim, action, litigation or other legal proceeding arising out of or relating to this Agreement brought or the transactions contemplated hereby and permitted by any party hereto Section 6.9 (a “Proceeding”), and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action 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 party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Subject to Section 1.15, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party hereto Subject to Section 1.15, each Party hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLxx. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)10.01. Nothing in this Section 2(d) 10.04 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions Subject to Section 6.10, all actions, claims or other legal proceedings arising out of or relating to this Agreement (a “Proceeding”) shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each Subject to Section 6.10, each party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement Proceeding brought by any party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such ActionProceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action Proceeding is brought in an inconvenient forum, that the venue of the Action Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementProceeding, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g)6.3. Nothing in this Section 2(d) 6.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, Delaware without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts court thereof) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)8.1. Nothing in this Section 2(d) 8.4 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Subject to Section 12.4, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Subject to Section 12.4, each Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)12.1. Nothing in this Section 2(d) 12.5 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York the State of Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth or referred to in Section 2(g5(h). Nothing in this Section 2(d5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New YorkDelaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York Delaware (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by by, construed and construed enforced in accordance with the laws Laws of the State of New York, York without regard to the conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state or federal court located in New York, New York City (or in any appellate court in which appeal from such courts thereofmay be taken) (the “Specified Courts”). Each party Party hereto hereby (ia) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party Party hereto and (iib) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party Party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party Party at the applicable address set forth in Section 2(g)such Party’s place of business. Nothing in this Section 2(d) 4.3 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable lawLaw.