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

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such 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 or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a). (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Actionproceeding or 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 such Action the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any Action proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action action, suit or proceeding brought pursuant to this Section 13.13(a)3.12. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the transactions contemplated hereby waivesis likely to involve complicated and difficult issues, to the fullest extent permitted by applicable Lawand therefore each such party hereby irrevocably, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court courts of the State of Delaware or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and, in each case, appellate courts therefrom, and each of the parties Parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such 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 or the Ancillary Agreements or the transactions contemplated hereby or thereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)10.14. (b) Each party hereto Party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the Ancillary Agreements or the transactions contemplated herebyhereby or thereby. Each party hereto Party (i) certifies that no representative, agent or attorney Representative of any other party Party has represented, expressly or otherwise, that such party Party would not, in the event of any Action, seek to enforce the foregoing waiver waiver, and (ii) acknowledges that it and the other parties hereto Parties have been induced to enter into this Agreement and the Ancillary Agreements by, among other things, the mutual waiver and certifications contained in this Section 13.13(b10.14(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)10.7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such court does not have subject matter jurisdiction, any federal court the Complex Commercial Litigation Division of the Delaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, in the United States of America sitting in District Court for the State District of Delaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any either party to serve process in any manner permitted by Law or to commence legal proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)10.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such court does not have subject matter jurisdiction, any federal court the Complex Commercial Litigation Division of the Delaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, in the United States of America sitting in District Court for the State District of Delaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)10.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or 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 such the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action Action, suit or proceeding brought pursuant to this Section 13.13(a)13.13. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the transactions contemplated hereby waivesis likely to involve complicated and difficult issues, to the fullest extent permitted by applicable Lawand therefore each such party hereby irrevocably, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or 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 such the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained in this in this Section 11.14 shall be deemed to affect the right of any party to serve process in any manner permitted by Law ▇▇▇ or to commence legal proceedings Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action Action, suit or proceeding brought pursuant to this Section 13.13(a)11.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any Action based upon, upon or arising out of or related to this Agreement or the transactions contemplated hereby may shall be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal Federal and state courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware)New York, and, in each case, appellate courts therefromNew York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 3.2 for the giving of notices and in any other manner permitted by applicable Law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)3.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or 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 such the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action Action, suit or proceeding brought pursuant to this Section 13.13(a)11.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and, in each case, appellate courts therefrom, and each of the parties Parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such 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 or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a10.12(a). (b) Each party hereto Party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto Party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto Parties have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b10.12(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, state courts located in the case County of claims to which Fairfax, Commonwealth of Virginia, or the federal courts have subject matter jurisdiction, any federal court of the United States Alexandria Division of America sitting in the State Eastern District Court of Delaware), andVirginia, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such 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 or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a14.13(a). (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b14.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such 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 or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a‎13.13(a). (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b‎13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement Termination Agreement, or the transactions contemplated hereby may hereby, shall be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in the case of claims to which U.S. federal courts, the federal courts have subject matter jurisdiction, any federal court of U.S. District Court for the United States of America sitting in the State District of Delaware), and, in each case, appellate courts therefrom, and each of the parties Parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 Termination Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law Law, or to commence legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)4.4. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS TERMINATION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or 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 such the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action Action, suit or proceeding brought pursuant to this Section 13.13(a)10.16. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any Action proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Actionproceeding or 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 such Action the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any Action proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action action, suit or proceeding brought pursuant to this Section 13.13(a)13.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the transactions contemplated hereby waivesis likely to involve complicated and difficult issues, to the fullest extent permitted by applicable Lawand therefore each such party hereby irrevocably, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each . (c) Without limiting the foregoing, each of the parties agrees that it will not bring or support any action, cause of action, claim, cross-claim, or third-party hereto (i) certifies that no representative, agent or attorney claim of any other party has representedkind or description (whether at law, expressly in equity, in contract, in tort or otherwise), that such party would notagainst any Debt Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the Debt Financing or the performance thereof, in any forum other than the event Supreme Court of any Actionthe State of New York, seek to enforce County of New York, Borough of Manhattan or, if under applicable law exclusive jurisdiction is vested in the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other thingsfederal courts, the mutual waiver United States District Court for the Southern District of New York in the County of New York (and certifications in this Section 13.13(bappellate courts thereof).

Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any Action based upon, upon or arising out of or related to this Agreement or the transactions contemplated hereby may shall be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal Federal and state courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware)New York, and, in each case, appellate courts therefromNew York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 4.2 for the giving of notices and in any other manner permitted by applicable Law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)4.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Actionproceeding or 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 such Action the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any Action proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action action, suit or proceeding brought pursuant to this Section 13.13(a)13.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the transactions contemplated hereby waivesis likely to involve complicated and difficult issues, to the fullest extent permitted by applicable Lawand therefore each such party hereby irrevocably, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).

Jurisdiction; Waiver of Jury Trial. (a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such court does not have subject matter jurisdiction, any federal court the Complex Commercial Litigation Division of the Delaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, in the United States of America sitting in District Court for the State District of Delaware), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any 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 such the 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 or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any either party to serve process in any manner permitted by Law or to commence legal proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 13.13(a)‎Section 10.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may Transactions must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or 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 such the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action Action, suit or proceeding brought pursuant to this Section 13.13(a)10.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the Transactions is likely to involve complicated and difficult issues, and therefore each such party hereby waivesirrevocably, to the fullest extent permitted by applicable Law, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b)Transactions.

Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may must be brought in the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in to the case of claims to which the federal courts extent such Court does not have subject matter jurisdiction, any federal court the Superior Court of the United States of America sitting in the State of Delaware), andor, if it has or can acquire jurisdiction, in each case, appellate courts therefromthe United States District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or 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 such the proceeding or Action shall be heard and determined only in any such court, and agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action Action, suit or proceeding brought pursuant to this Section 13.13(a)9.14. (b) Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement and the transactions contemplated hereby waivesis likely to involve complicated and difficult issues, to the fullest extent permitted by applicable Lawand therefore each such party hereby irrevocably, unconditionally and voluntarily waives any right it such party may have to a trial by jury in respect of any Action Action, suit or proceeding directly or indirectly arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 13.13(b).