Common use of Submission to Jurisdiction Waivers; Consent to Service of Process Clause in Contracts

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b). Each of Terra and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.11, (c) 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 (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought exclusively in the state and determined in any Delaware state court or Federal court sitting in federal courts of the State of New York or the State of Delaware, and each of Terra and Lycos the Parties hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.8. Each of Terra and Lycos the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.118.11, (c) 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 (d) to the fullest extent permitted by applicable law laws and regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Superior Court in the State of California to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCalifornia, and each of Terra and Lycos the parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.1110.13, (c) 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 (d) to the fullest extent permitted by applicable law Applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of California, such party hereby appoints Corporation Service Company, 0000 Xxxxxxx xxxx xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, as such party's agent in the State of California for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of California.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos the parties irrevocably agree agrees that any legal action action, proceeding or proceeding claim with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York, New York or the State of Delaware, and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action action, proceeding or proceeding claim for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State New York, New York. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any judgment of any state court or Federal court sitting in New York or the State of DelawareYork, New York. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.1 or as otherwise permitted by applicable law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) 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 process in accordance with this Section 10.11, 10.12 or (c) 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 (dii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra PRISA and Lycos Liberty irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain, and each of Terra PRISA and Lycos Liberty hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.3. Each of Terra PRISA and Lycos Liberty hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) 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 process in accordance with this Section 10.1112.10, (ciii) 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 (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.4. Each of Terra Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 12.13 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 (dc) to the fullest extent permitted by applicable law that the (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra the Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra the Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.5. Each of Terra the Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 8.15 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 (d) to the fullest extent permitted by applicable application law that the (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each The Applicable Authorized Representative and each other Authorized Representative, on behalf of Terra itself and Lycos the Senior Lien Secured Parties of the Series for whom it is acting, irrevocably agree that and unconditionally: • submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the Senior Lien Security Documents, or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in thereof, to the exclusive general jurisdiction of the courts of the State of New York or York, the State courts of Delawarethe United States of America for the Southern District of New York, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid appellate courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees thereof; • consents that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process brought in accordance with the notice provisions contained in Section 10.11(b). Each of Terra such courts and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in waives any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction venue 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 (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, (ii) court and agrees not to plead or claim the venue same; • agrees that service of process in any such suit, action or proceeding is improper may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in 5.01; • agrees that nothing herein shall affect the right of any other party hereto (or any Senior Lien Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Senior Lien Secured Party) to xxx in any other jurisdiction; and (iii) • waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party hereto irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party Party hereto or its successors or assigns may shall be brought exclusively in the state and determined in any Delaware state court or Federal court sitting in federal courts of the State of New York or the State of Delaware, Colorado and each of Terra and Lycos the Parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2. Each of Terra and Lycos the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.1110.13, (c) 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 (d) to the fullest extent permitted by applicable law Regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as provided in Section 2.13(h), each party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra and Lycos the parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)9.3. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.119.14, (c) 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 (d) to the fullest extent permitted by applicable law Applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints National Registered Agents, Inc., 100 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any Delaware state court a United States or Federal court New York State Court sitting in the State counties of New York or the Suffolk, State of Delaware, and each New York. Each of Terra and Lycos the parties hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b4(a). Each of Terra and Lycos the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) 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 process in accordance with this Section 10.114(i), (cii) 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 (diii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Company and Lycos the Stockholder irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any Delaware state court or Federal court a United States District Court sitting in the State of New York Delaware, or in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, in the courts of the State of Delaware, . Each of Company and each of Terra and Lycos the Stockholder hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)4.1. Each of Terra Company and Lycos the Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) 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 process in accordance with this Section 10.114.8, (cii) 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 (diii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra the Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra the Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)9.4. Each of Terra the Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 9.14 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 (dc) to the fullest extent permitted by applicable application law that the (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra and Lycos the parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.1110.13, (c) 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 (d) to the fullest extent permitted by applicable law Applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints National Registered Agents, Inc., 9 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0X, Xxxxx, XX 00000, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra PRISA, Liberty and Lycos Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain, and each of Terra PRISA, Liberty and Lycos Liberty Virginia hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court tribunal other than any Delaware state or Federal court a tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.3. Each of Terra PRISA, Liberty and Lycos Liberty Virginia hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) 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 process in accordance with this Section 10.1112.10, (ciii) 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 (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought exclusively in the state and determined in any Delaware state court or Federal court sitting in federal courts of the State of New York or the State of Delaware, Ohio and each of Terra and Lycos the Parties hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.8. Each of Terra and Lycos the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.118.11, (c) 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 (d) to the fullest extent permitted by applicable law laws and regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting exclusively in the State state and federal courts located in the City of New York or the Wilmington, State of Delaware, and each of Terra and Lycos the Parties hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)9.8. Each of Terra and Lycos the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.119.11, (c) 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 (d) to the fullest extent permitted by applicable law laws and regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each Subject to Section 12.16, each of Terra and Lycos the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCastle County, Delaware and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of or relates to this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New York or the State of Castle County, Delaware. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.2 or as otherwise permitted by Law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) 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 process in accordance with this Section 10.1112.8, (ciii) 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 (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent and Lycos the Stockholder irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any Delaware state court or Federal court a United States District Court sitting in the State of New York Delaware, or in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, in the courts of the State of Delaware, . Each of Parent and each of Terra and Lycos the Stockholder hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)5.01. Each of Terra Parent and Lycos the Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) 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 process in accordance with this Section 10.115.08, (cii) 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 (diii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos the Parties irrevocably agree agrees that any legal action or proceeding Action with respect to this Agreement or for recognition and enforcement of any judgment Judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCastle County, Delaware and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action or proceeding Action for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New York or the State of Castle County, Delaware. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2 or as otherwise permitted by Law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) 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 process in accordance with this Section 10.11, 10.8 or (c) 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 (dii) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent and Lycos the Stockholder irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any Delaware state court or Federal court a United States District Court sitting in the State of New York Delaware, or in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, in the courts of the State of Delaware, . Each of Parent and each of Terra and Lycos the Stockholder hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)4.1. Each of Terra Parent and Lycos the Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) 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 process in accordance with this Section 10.114.8, (cii) 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 (diii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each Subject to Section 11.8(b), each of Terra and Lycos the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCastle County, Delaware and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State of New York or the State of Castle County, Delaware. Any It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New Castle County, Delaware. Justice has appointed Corporation Service Company, 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000 (“Process Agent”), as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement. If for any reason Process Agent (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, Justice will promptly appoint a successor agent for this purpose reasonably acceptable to the Company. Any writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)11.2 or as otherwise permitted by Law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) 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 process in accordance with this Section 10.1111.8, (ciii) 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 (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent, Merger Sub, the Company, Xxxxxx and Lycos Trustee irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by applicable law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra Parent, Merger Sub, the Company, Xxxxxx and Lycos Trustee hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)11.3. Each of Terra Parent, Merger Sub, the Company, Xxxxxx and Lycos Trustee hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.1111.10, (c) 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 (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent, Merger Sub, the Company, Zxxxxx and Lycos Trustee irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by applicable law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra Parent, Merger Sub, the Company, Zxxxxx and Lycos Trustee hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)11.3. Each of Terra Parent, Merger Sub, the Company, Zxxxxx and Lycos Trustee hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) 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 process in accordance with this Section 10.1111.10, (c) 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 (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.