Common use of Forum for Adjudication of Disputes Clause in Contracts

Forum for Adjudication of Disputes. Absent the consent in writing of all parties, the sole and exclusive forum for any action, suit, or proceeding under, arising out of, or relating to this Agreement shall be either the federal courts sitting within the City of Boston in The Commonwealth of Massachusetts or the Business Litigation Session of the Massachusetts Superior Court in Suffolk County. IN WITNESS WHEREOF, GMO TRUST and GXXXXXXX, MAYO, VXX XXXXXXXX & CO. LLC have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written. GMO TRUST, on behalf of its series, GMO U.S. Opportunistic Value Fund By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Clerk GXXXXXXX, XXXX, VXX XXXXXXXX & CO. LLC By: /s/ Pxxx Xxxxxx Name: Pxxx Xxxxxx Title: General Counsel Reviewed by: DYC Execution of this Agreement by Gxxxxxxx, Mayo, Vxx Xxxxxxxx & Co. LLC (“GMO”), whether as a party itself, a managing member of a party or the managing member of the general partner of a party, is by a duly authorized officer solely in his capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually. The obligations of or arising out of this Agreement are binding solely on the named parties to this Agreement and are not binding upon any officer or other agent, partner, member or director of GMO individually. A Certificate of Organization of GMO is on file with the Secretary of State of The Commonwealth of Massachusetts.

Forum for Adjudication of Disputes. Absent the consent in writing of all parties, the sole and exclusive forum for any action, suit, or proceeding under, arising out of, or relating to this Agreement shall be either the federal courts sitting within the City of Boston in The Commonwealth of Massachusetts or the Business Litigation Session of the Massachusetts Superior Court in Suffolk County. IN WITNESS WHEREOF, GMO TRUST and GXXXXXXXGRANTHAM, MAYO, VXX XXXXXXXX VAN OTTERLOO & CO. LLC have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written. GMO TRUST, on behalf of its series, GMO U.S. Opportunistic Value Emerging Markets ex-China Fund By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Clerk GXXXXXXXGRANTHAM, XXXXMAYO, VXX XXXXXXXX VAN OTTERLOO & CO. LLC By: /s/ Pxxx Xxxxxx Jxxxxxxx Xxxxxxxxx Name: Pxxx Xxxxxx Jxxxxxxx Xxxxxxxxx Title: General Counsel Reviewed by: DYC Execution of this Agreement by GxxxxxxxGrantham, Mayo, Vxx Xxxxxxxx Van Otterloo & Co. LLC (“GMO”), whether as a party itself, a managing member of a party or the managing member of the general partner of a party, is by a duly authorized officer solely in his capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually. The obligations of or arising out of this Agreement are binding solely on the named parties to this Agreement and are not binding upon any officer or other agent, partner, member or director of GMO individually. A Certificate of Organization of GMO is on file with the Secretary of State of The Commonwealth of Massachusetts.

Forum for Adjudication of Disputes. Absent the consent in writing of all parties, the sole and exclusive forum for any action, suit, or proceeding under, arising out of, or relating to this Agreement shall be either the federal courts sitting within the City of Boston in The Commonwealth of Massachusetts or the Business Litigation Session of the Massachusetts Superior Court in Suffolk County. IN WITNESS WHEREOF, GMO TRUST and GXXXXXXX, MAYO, VXX XXXXXXXX & CO. LLC have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written. GMO TRUST, on behalf of its series, GMO U.S. Opportunistic Value Resource Transition Fund By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Clerk GXXXXXXX, XXXX, VXX XXXXXXXX & CO. LLC By: /s/ Pxxx Xxxxxx Name: Pxxx Xxxxxx Title: General Counsel Reviewed by: DYC Execution of this Agreement by Gxxxxxxx, Mayo, Vxx Xxxxxxxx & Co. LLC (“GMO”), whether as a party itself, a managing member of a party or the managing member of the general partner of a party, is by a duly authorized officer solely in his capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually. The obligations of or arising out of this Agreement are binding solely on the named parties to this Agreement and are not binding upon any officer or other agent, partner, member or director of GMO individually. A Certificate of Organization of GMO is on file with the Secretary of State of The Commonwealth of Massachusetts.

Forum for Adjudication of Disputes. Absent the consent in writing of all parties, the sole and exclusive forum for any action, suit, or proceeding under, arising out of, or relating to this Agreement shall be either the federal courts sitting within the City of Boston in The Commonwealth of Massachusetts or the Business Litigation Session of the Massachusetts Superior Court in Suffolk County. IN WITNESS WHEREOF, GMO TRUST and GXXXXXXX, MAYO, VXX XXXXXXXX & CO. LLC have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written. GMO TRUST, on behalf of its series, GMO U.S. Opportunistic Value Small Cap Quality Fund By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Clerk GXXXXXXX, XXXX, VXX XXXXXXXX & CO. LLC By: /s/ Pxxx Pxxxxx Xxxxxx Name: Pxxx Pxxxxx Xxxxxx Title: General Counsel Reviewed by: DYC Execution of this Agreement by Gxxxxxxx, Mayo, Vxx Xxxxxxxx & Co. LLC (“GMO”), whether as a party itself, a managing member of a party or the managing member of the general partner of a party, is by a duly authorized officer solely in his capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually. The obligations of or arising out of this Agreement are binding solely on the named parties to this Agreement and are not binding upon any officer or other agent, partner, member or director of GMO individually. A Certificate of Organization of GMO is on file with the Secretary of State of The Commonwealth of Massachusetts.