Common use of Jurisdiction; Service of Process Clause in Contracts

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Subject to this Agreement and the rights and obligations arising hereunderSection 18, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waivesand unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseappellate courts thereof, in any action with respect or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any claim that it is not personally subject to such action or proceeding except in the jurisdiction Court of Chancery of the above named State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1823, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Subject to this Agreement and the rights and obligations arising hereunderSection 17, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waivesand unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseappellate courts thereof, in any action with respect or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any claim that it is not personally subject to such action or proceeding except in the jurisdiction Court of Chancery of the above named State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1822, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts Delaware Court of Chancery and any state appellate court therefrom within the State of New York sitting in Delaware (or, if the borough Delaware Court of Manhattan and the United States District Court having Chancery declines to accept jurisdiction over New York Countya particular matter, New York. any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action Action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable lawLaw, any claim that (A) the action Action in such court is brought in an inconvenient forum, (B) the venue of such action Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, 2.02 OR SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action Each of the Parties irrevocably agrees that any legal action or proceeding brought by any Party with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other another Party or Parties or their its successors or assigns, in each case, shall be brought and determined exclusively in the courts of Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of New York sitting Delaware or other Delaware state court. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the borough personal jurisdiction of Manhattan the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the United States District Court having jurisdiction over New York County, New York. transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any action or proceeding brought by any Party with respect to this Agreement Agreement, (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.175.10, (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (iiic) waives, to the fullest extent permitted by applicable law, any claim that (Ai) the such suit, action or proceeding in such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper improper, or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment. Each of the Parties hereto agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing service of process or other papers upon such Party in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished effective if such process is given as a notice in the manner herein providedaccordance with Section 5.11. NOTWITHSTANDING THIS SECTION 8.17Section 5.10, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 A MATTER COVERED BY Section 5.02 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02Section 5.02; PROVIDED THAT THE TERMS OF SECTION 8.02 Section 5.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17Section 5.10.

Jurisdiction; Service of Process. Any Action Each party hereto hereby irrevocably and unconditionally agrees that any suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any proceeding to execute or otherwise enforce any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assignsany breach thereof, in each case, shall may be brought and determined exclusively against such party in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, or in the U.S. District Court for the Southern District of New York, as the party bringing such suit may in its sole discretion elect, and by the execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of each such court, and agrees that process served either personally or by registered mail shall constitute, to the extent permitted by law, adequate service of process in any such suit. . Each of the Parties In addition, each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue in any suit, action or proceeding arising out of or relating to this Agreement, brought in the said courts, and hereby irrevocably waives any claim that (A) the any such suit, action or proceeding brought in any such court is has been brought in an inconvenient forum, (B) . Nothing herein shall in any way be deemed to limit the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting ability of any party hereto to serve any such bond or similar instrument. The Parties hereby agree that mailing of writs, process or summonses, in any manner permitted by applicable law or to obtain jurisdiction over any other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or party in such other manner jurisdiction, and in such manner, as may be permitted by applicable law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Each party to this Agreement and Agreement, by its execution hereof, hereby (a) irrevocably submits to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the state courts of the State The Commonwealth of New York sitting in the borough of Manhattan and Massachusetts or the United States District Court having jurisdiction over New York Countyfor the Eastern District of Massachusetts for the purpose of any and all actions, New York. . Each of suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the Parties hereby irrevocably waivessubject matter hereof, (b) waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any action with respect to this Agreement (i) such action, any claim that it is not subject personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forumone of the above-named courts should be dismissed on grounds of forum non conveniens, (B) should be transferred to any court other than one of the venue above-named courts, or should be stayed by reason of such action is improper the pendency of some other proceeding in any other court other than one of the above-named courts, or (C) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Each court, and (c) agrees not to commence any such action other than before one of the Parties further agrees that no Party above-named courts nor to this Agreement shall be required make any motion or take any other action seeking or intending to obtain, furnish cause the transfer or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting removal of any such bond action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or similar instrumentotherwise. The Parties Each party hereby agree that mailing (x) consents to service of process or other papers in connection with any such action in any manner permitted by Delaware law; (y) agrees that service of process made in accordance with clause (x) or proceeding made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.3 hereof, will constitute good and valid service of process in the manner provided in Section 8.18any such action; and (z) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such other manner as may be permitted by law, shall be action any claim that service of process made in accordance with clause (x) or (y) does not constitute good and valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17of process.

Jurisdiction; Service of Process. Any Action with respect For purposes of this Agreement, each of the parties hereto hereby (i) consents to service of process in any legal action, suit or proceeding among the parties to this Agreement arising in whole or in part under or in connection with the negotiation, execution and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect performance of this Agreement in any manner permitted by law, (ii) agrees that service of process made in accordance with this Section 9.5 or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.4 will constitute good and the rights valid service of process in any such legal action, suit or proceeding and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, (iii) waives and agrees not to assert, assert (by way of motion, as a defense, counterclaim or otherwise, ) in any action such legal action, suit or proceeding any claim that service of process made in accordance with respect to this Agreement clause (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, or (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through does not constitute good and valid service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsprocess. Each of the Parties further agrees that no Party parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the State of New York, Borough of Manhattan, or if such court does not have jurisdiction, a federal court sitting in the Southern District of the State of New York in any action or proceeding arising out of or relating to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require of the obtainingtransactions contemplated by this Agreement, furnishing or posting (b) agrees that all claims in respect of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted heard and determined in any such court, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by lawmotion or other request for leave from any such court, shall and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be valid and sufficient service thereof and hereby waive required of any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17other party with respect thereto.

Jurisdiction; Service of Process. Any To the fullest extent permitted by applicable Law, each party hereto (a) agrees that any claim, Action with respect to this Agreement and the rights and obligations or Proceeding by such party seeking any relief whatsoever arising hereunderout of, or for recognition and enforcement of any judgment in respect of connection with, this Agreement and the rights and obligations arising hereunder brought by Agreement, the other Party Transaction Documents or Parties or their successors or assigns, in each case, the Transactions shall be brought only in (i) the U.S. Bankruptcy Court, if brought prior to the entry of a final decree closing the Chapter 11 Cases, and determined exclusively (ii) in the federal courts in the Southern District of New York and the state courts of the State of New York sitting in the borough York, County of Manhattan (collectively, the “New York Courts”), if brought after entry of such final decree closing the Chapter 11 Cases, and shall not be brought, in each case, in any other State or Federal court in the United States District of America or any court in any other country, (b) agrees to submit to the exclusive jurisdiction of the U.S. Bankruptcy Court having jurisdiction over or the New York CountyCourts, New York. . Each as applicable pursuant to the preceding clauses (a)(i) and (ii), for purposes of all Actions or Proceedings arising out of, or in connection with, this Agreement or the Parties hereby irrevocably waivestransactions contemplated hereby, (c) waives and agrees not to assert, by way assert any objection that it may now or hereafter have to the laying of motion, as the venue of any such Action or Proceeding brought in such a defense, counterclaim court or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court Action or from any legal process commenced Proceeding brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such a court is has been brought in an inconvenient forum, (Bd) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, 11.7 shall be valid and sufficient service thereof thereof, and hereby waive (e) agrees that a final judgment in any objections to service accomplished such Action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17provided by applicable Law.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts Delaware Court of Chancery and any state appellate court therefrom within the State of New York sitting in Delaware (or, if the borough Delaware Court of Manhattan and the United States District Court having Chancery declines to accept jurisdiction over New York Countya particular matter, New York. any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action Action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.178.19, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable lawLaw, any claim that (A) the action Action in such court is brought in an inconvenient forum, (B) the venue of such action Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 8.19 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.188.20, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17Section 8.19, ANY DISPUTE REGARDING SECTION 2.02, 2.02 OR SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.028.03; PROVIDED THAT THE TERMS OF SECTION 8.02 8.03 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17Section 8.19.

Jurisdiction; Service of Process. Any Action with respect each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and or enforcement of any judgment in respect of this Agreement relating hereto, and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, and unconditionally (i) agrees not to assert, by way commence any such action or proceeding except in the Court of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction Chancery of the above named State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1817, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 2.05 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED PROVIDED, THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Each of LESSEE and LESSOR -------------------------------- hereby irrevocably submits to the jurisdiction of any State or federal court sitting in New York State in any action or proceeding arising out of or relating to this Agreement Agreement, and the rights each of LESSEE and obligations arising hereunder, or for recognition and enforcement of any judgment LESSOR hereby irrevocably agrees that all claims in respect of this Agreement such action or proceeding may be heard and determined in such state court or, to the rights and obligations arising hereunder brought extent permitted by the other Party or Parties or their successors or assignslaw, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. such federal court. Each of the Parties LESSEE and LESSOR hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable lawit may effectively do so, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsproceeding. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 LESSEE and each Party waives any objection LESSOR irrevocably consents to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting service of any such bond or similar instrument. The Parties hereby agree that mailing of and all process or other papers in connection with any such action or proceeding by the mailing of copies of such process to it at its address specified in Section 15. ---------- LESSEE 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. Nothing in this Section 16(b) shall affect the right of any ------------- other party to serve legal process in any other manner permitted by law or affect the right of any other party to bring any action or proceeding against LESSEE, or its respective properties in the manner provided in Section 8.18courts of other jurisdictions. LESSEE AND LESSOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17DIRECTLY OR INDIRECTLY, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 MATTER ARISING OUT OF OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF RELATING TO THIS SECTION 8.17LEASE.

Jurisdiction; Service of Process. Any Action with respect Each party to this Agreement and Agreement, by its execution hereof, hereby (a) irrevocably submits to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the state courts of the State Commonwealth of New York sitting in the borough of Manhattan and Massachusetts, Suffolk County or the United States District Court having jurisdiction over New York Countylocated therein for the purpose of any and all actions, New York. . Each of suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the Parties hereby irrevocably waivessubject matter hereof, (b) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any action with respect to this Agreement (i) such action, any claim that it is not subject personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forumone of the above-named courts should be dismissed on grounds of forum non conveniens, (B) should be transferred to any court other than one of the venue above-named courts, or should be stayed by reason of such action is improper the pendency of some other proceeding in any other court other than one of the above-named courts, or (C) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Each court, and (c) agrees not to commence any such action other than before one of the Parties further agrees that no Party above-named courts nor to this Agreement shall be required make any motion or take any other action seeking or intending to obtain, furnish cause the transfer or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting removal of any such bond action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or similar instrumentotherwise. The Parties Each party hereby agree that mailing (x) consents to service of process or other papers in connection with any such action in any manner permitted by Massachusetts law; (y) agrees that service of process made in accordance with clause (x) or proceeding made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8.3 hereof, will constitute good and valid service of process in the manner provided in Section 8.18any such action; and (z) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such other manner as may be permitted by law, shall be action any claim that service of process made in accordance with clause (x) or (y) does not constitute good and valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17of process.

Jurisdiction; Service of Process. Any Action with respect Obligor and each Subordinated Creditor irrevocably submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement nonexclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party United States Federal or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York state court sitting in the borough of Manhattan and the Nassau County or United States District Court having jurisdiction over New York Federal or state court sitting in Suffolk County, New York, over any suit, action or proceeding arising out of or relating to this Agreement. . Each of the Parties hereby Obligor and each Subordinated Creditor irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that (A) the action in such court is same has been brought in an inconvenient forum. Final judgment against Obligor or any Subordinated Creditor in any such suit, (B) the venue of such action is improper or (C) this Agreementaction, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in any other jurisdiction, including the country in which Obligor or any Subordinated Creditor is domiciled, by such courtssuit on the judgment. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 Obligor and each Party waives Subordinated Creditor hereby consents to any objection to the imposition of such relief or any right it and all process which may have to require the obtaining, furnishing or posting of be served in any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such suit, action or proceeding in the manner provided in Section 8.18proceeding, (i) by personal service on such Person’s agent for service of process, or (ii) by serving the same upon such Person in such any other manner as may be otherwise permitted by law, and agrees that such service shall in every respect be valid and sufficient deemed effective service thereof and hereby waive on such Person. Nothing in this Article 13 shall affect the right of any objections Senior Creditor to service accomplished (x) commence legal proceedings or otherwise xxx Obligor or any Subordinated Creditor in the country in which it is domiciled or in any other court having jurisdiction over such Person, or (y) serve process upon Obligor or any Subordinated Creditor in any manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17authorized by the laws of any such jurisdiction.

Jurisdiction; Service of Process. Any Action Without prejudice to the Data Transfer Agreement, each party hereto agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby may only be brought in the federal court sitting in the State of New York or any other New York court, and each of the parties hereby consents to the jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Concurrently with the execution and delivery of this Agreement, Seller shall execute and deliver to Purchaser an appointment letter appointing Parent as its designee, appointee and agent to receive, accept and acknowledge for and on behalf of Seller, service of any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding relating to this Agreement or any ancillary document hereof with respect to this Agreement and any action filed before the rights and obligations arising hereunder, courts of the United States District Court of the Southern District of New York or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York, Borough of Manhattan, which service may be made on any such designee, appointee and agent in accordance with legal procedures prescribed for such courts. . Each Seller agrees that service upon Parent as provided for herein shall constitute valid and effective personal service upon Seller with respect to all matters and that failure of Parent to give any notice of such service to Seller shall not impair or affect in any way the Parties hereby irrevocably waives, and agrees not to assert, by way validity of motion, as a defense, counterclaim such service or otherwise, any judgment rendered in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17based thereon.

Jurisdiction; Service of Process. Any Each party hereto irrevocably agrees that any Action arising out of or relating to this Agreement brought by any other party hereto or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware), and each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of Transactions. Each party hereto agrees not to commence any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively Action relating thereto except in the courts described above in Delaware, other than actions in any court of the State of New York sitting competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of the Parties process and each party further waives any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any action with respect Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reason other than the failure to serve in accordance with this Section 8.17reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action Action in any such court is brought in an inconvenient forum, (B) the venue of such action Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.