Common use of Jurisdiction; Venue; Service of Process Clause in Contracts

Jurisdiction; Venue; Service of Process. (a) Each Party, by such Party’s execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida or the United States District Court located in the State of Florida for the purpose of any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyparty to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida New York or the United States District Court located in the State of Florida New York for the purpose of any Action Proceeding between any of the Parties parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such ActionProceeding, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, sentence a Party is permitted to party may commence any Action Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment Order issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyparty to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida New York or the United States District Court for the Southern District located in the State of Florida New York for the purpose of any Action action between any of the Parties parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action action other than before one of the above-named courts. Notwithstanding the previous sentence, sentence a Party is permitted to party may commence any Action action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Party10.10.1. Subject to the provisions of Section 2.5.5, by such Party’s execution of each Party to this Agreement, by its execution hereof, (ia) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida Delaware or the United States District Court located in the State of Florida Delaware for the purpose of any Action between any of the Parties parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (iib) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iiic) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, sentence a Party is permitted to party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyparty to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida or the United States District Court located in the State of Florida for the purpose of any Action action between any of or among the Parties parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that such Party it is not subject personally to the jurisdiction of the above-above named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action action brought in one of the above-above named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action action other than before one of the above-named courts. Notwithstanding the previous sentence, sentence a Party is permitted to party may commence any Action action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyparty, by such Party’s its execution of this Agreementhereof, (ia) hereby irrevocably attorns and submits to the exclusive jurisdiction and venue of the state and federal courts of the State of Florida or the United States District Court New York located in the State of Florida New York City, New York, for the purpose of any Action action between or among the parties (or any of the Parties them) arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (iib) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iiic) hereby agrees not to commence or prosecute any such Action action (including for a declaratory judgment or the like) other than before one of the above-named courts. Notwithstanding Confidential Materials Omitted and Filed Separately with the previous sentenceSecurities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, a Party is permitted to commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.as amended. Confidential Portions are marked: [***]

Jurisdiction; Venue; Service of Process. (a) Each PartySubject to the provisions of Sections 2.6(c) and 6.1(b), each party to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida Delaware or the United States District Court located in the State of Florida Delaware for the purpose of any Action between any of the Parties parties hereto arising in whole or in part under or in connection with this Agreement, including any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereofAction pursuant to Section11.12, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment a Government Order issued by one of the above-named courts. Each party hereto agrees that for any Action between the parties hereto arising in whole or in part under or in connection with this Agreement, such party shall bring Actions only in the State of Delaware. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction.

Jurisdiction; Venue; Service of Process. (a) Each PartyExcept as otherwise provided herein pursuant to Section 12.21, each of the parties, by such Party’s its execution of this Agreementhereof, hereby (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of Delaware Chancery Court (or, if the State of Florida or the Delaware Chancery Court declines to accept jurisdiction, any United States District Court located in the State of Florida Delaware or any state court of the State of Delaware) for the purpose of any Action between Proceeding among any of the Parties parties relating to or arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions Agreement or the negotiation, terms or performance hereof or thereofTransactions, (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such ActionProceeding, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action Proceeding in any other court other than one of the above-named courts or that this Agreement, any other Transaction Agreement or the subject matter of this Agreement hereof or thereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party may commence any Action Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyparty to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida New York in New York County, or the United States District Court located in the State of Florida New York, for the Southern District of New York, for the purpose of any Action action between any of the Parties parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Actionaction, any claim that such Party it is not subject personally to the jurisdiction of the above-above named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action action brought in one of the above-above named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action action other than before one of the above-named courts. Notwithstanding the previous sentence, sentence a Party is permitted to party may commence any Action action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Party12.12.1. Subject to the provisions of Section 2.6, by such Party’s execution of solely with respect to the disputes referred to therein, each party to this Agreement, by its, his or her execution hereof, (ia) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State Commonwealth of Florida Massachusetts or the United States District Court located in the State Commonwealth of Florida Massachusetts for the purpose of any Action between any of the Parties parties hereto arising in whole or in part under or in connection with this Agreement, any other Transaction DocumentAncillary Agreement, the Contemplated Transactions or the negotiation, terms or performance hereof or thereof, (iib) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it, he or she is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its, his or her property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iiic) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyof the parties hereto, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits agrees that any legal action or proceeding with respect to this Agreement, and the exclusive jurisdiction rights and venue obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state courts of appellate court therefrom within the State of Florida Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or the United States District Court located in federal court within the State of Florida for the purpose of any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereofDelaware), (ii) hereby waives to the extent not prohibited by applicable Legal RequirementsLaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party hereto may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Partyof the parties, by such Party’s its execution of this Agreementhereof, hereby (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of Delaware Chancery Court (or, if the State of Florida or the Delaware Chancery Court declines to accept jurisdiction, any United States District Court located in the State of Florida Delaware or any state court of the State of Delaware) for the purpose of any Action between Proceeding among any of the Parties parties relating to or arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions Agreement or the negotiation, terms or performance hereof or thereofTransactions, (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such ActionProceeding, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action Proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action Proceeding in any other court other than one of the above-named courts or that this Agreement, any other Transaction Agreement or the subject matter of this Agreement hereof or thereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action Proceeding other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party may commence any Action Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment Order issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each Party, by such Party’s 's execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida or the United States District Court located for the Northern District of Alabama sitting in the State of Florida Birmingham, Alabama for the purpose of any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereof, (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s 's property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venue, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each PartySubject to the provisions of Section 2.8(d), each party to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts Court of Chancery of the State of Florida Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or the United States District Court located lacks jurisdiction over a particular matter, any federal court sitting in the State of Florida Delaware or if such federal court lacks jurisdiction, any state court of the State of Delaware) for the purpose of any Action (whether in tort, contract or otherwise) between any of the Parties parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions Agreement or the negotiation, terms or performance hereof or thereofContemplated Transactions, (ii) hereby waives waives, to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction.

Jurisdiction; Venue; Service of Process. Any Action to enforce, vacate or remand any arbitration award or arbitration order pursuant to Section 10 (aArbitration) Each Party(each, by such Party’s execution of this Agreement, (ian “ Arbitration Action”) hereby irrevocably submits to the exclusive jurisdiction and venue of shall be brought in the state courts of the State of Florida New York or the United States District Court located in the Southern District of the State of Florida New York. Each Party to This Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the above-named courts for the purpose of any Action between any of the Parties arising in whole or in part under or in connection with this Agreement, any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereofArbitration Action, (iib) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Arbitration Action, any claim Claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Arbitration Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this This Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iiic) hereby agrees not to commence or prosecute any such Arbitration Action other than before one of the above-named courts. Notwithstanding the previous sentence, sentence a Party is permitted to may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Jurisdiction; Venue; Service of Process. (a) Each PartySubject to the provisions of Sections 2.5(c), each party to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Florida New York or the United States District Court located in the State Southern District of Florida New York for the purpose of any Action between any of the Parties parties arising in whole or in part under or in connection with this Agreement, including any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereofAction pursuant to Section 11.13, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction.

Jurisdiction; Venue; Service of Process. (a) Each PartySubject to the provisions of Section 2.6(c), each party to this Agreement, by such Party’s its execution of this Agreementhereof, (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts of the State of Florida or the United States District Court located in the State of Florida Delaware for the purpose of any Action between any of the Parties parties arising in whole or in part under or in connection with this Agreement, including any other Transaction Document, the Transactions or the negotiation, terms or performance hereof or thereofAction pursuant to Section 11.13, (ii) hereby waives to the extent not prohibited by applicable Legal Requirementslaw, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that such Party it is not subject personally to the jurisdiction of the above-named courts, that venue in any such court is improper, that such Party’s its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens or improper venueconveniens, that such Action should be transferred or removed to any court other than one of the above-named courts, that such Action or should be stayed by reason of the pendency of some other Action proceeding in any other court other than one of the above-named courts courts, or that this Agreement or the subject matter of this Agreement hereof may not be enforced in or by such court, court and (iii) hereby agrees not to commence or prosecute any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a Party is permitted to party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim, and shall not assert, that venue should properly lie in any other location within the selected jurisdiction.