Common use of Jurisdiction; Venue Clause in Contracts

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising relating to the Transactions, on behalf of itself or its property, in accordance with ‎Section 11.01 or in such other manner as may be permitted by Applicable Law, and nothing in this ‎Section 11.09 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute arises out of or relating to this Agreement or the Merger Transactions, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the other transactions contemplated by this AgreementTransactions shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (av) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, (ii) Merger Sub and the venue of such suit, Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought state and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located courts sitting in the State of Delaware or and the County of New Castle for the purpose of any other Delaware state court. Each action, claim, cause of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to this Agreement and the Merger and subject matter hereof, (ii) hereby waives to the other transactions contemplated extent not prohibited by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreementsuch action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forumone of the above-named courts is improper, (ii) the venue of such suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such courtscourt and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts or to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 3.2 hereof is reasonably calculated to give actual notice.

Jurisdiction; Venue. Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 2.02 or in such other manner as may be permitted by Applicable Law, of copies of such process to such party, and nothing in this AgreementSection 2.07 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (aii) irrevocably and unconditionally consents and submits itself and its property in any claim that it is not personally subject action or proceeding to the exclusive general jurisdiction of the courts Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in Delaware as described herein the event any dispute arises out of this Amendment or the transactions contemplated hereby, or for recognition and enforcement of any reasonjudgment in respect thereof, (biii) agrees that it shall not attempt to deny or its property is exempt defeat such personal jurisdiction by motion or immune other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Amendment or the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Amendment or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, (ii) Merger Subsidiary and the venue of such suit, Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger Reorganization and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger Reorganization or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated hereby, on behalf of itself or its property, in accordance with ‎Section 2.02 or in such other manner as may be permitted by Applicable Law, of copies of such process to such party, and nothing in this Agreement‎Section 2.07 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (aii) irrevocably and unconditionally consents and submits itself and its property in any claim that it is not personally subject action or proceeding to the exclusive general jurisdiction of the courts Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in Delaware as described herein the event any dispute arises out of this Amendment or the transactions contemplated hereby, or for recognition and enforcement of any reasonjudgment in respect thereof, (biii) agrees that it shall not attempt to deny or its property is exempt defeat such personal jurisdiction by motion or immune other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Amendment or the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Amendment or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, (ii) Merger Subsidiary and the venue of such suit, Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. (a) Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising relating to the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 11.01 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 11.08 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute arises out of or relating to this Agreement or the Merger transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the other transactions contemplated by this Agreementhereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (av) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, (ii) Merger Sub 1, Merger Sub 2 and the venue of such suit, Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto Parties (a) irrevocably agrees that consents to the service of the summons and complaint and any legal other process in any action or proceeding arising out of or Proceeding relating to this Agreement brought by any party the Transactions, on behalf of itself or its Affiliates against property, in accordance with Section 11.1 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 11.8 shall affect the right of any Party to serve legal process in any other party manner permitted by Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its property in any action or its Affiliates shall be brought and determined in Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware; providedDelaware (Complex Commercial Division) or, however, that if subject matter jurisdiction over the action or proceeding is not then available vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware in the event any dispute arises out of this Agreement or the Transactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or Proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of DelawareDelaware (Complex Commercial Division) or, then any such legal if subject matter jurisdiction over the action or proceeding may be brought in any federal court located is vested exclusively in the State of Delaware or any other Delaware state court. Each federal courts of the parties hereby irrevocably submits United States of America, the United States District Court for the District of Delaware; (e) waives any objection that it may now or hereafter have to the jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except Proceeding in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court or that such action or Proceeding was brought in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, an inconvenient court and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in claim the same; and (f) agrees that it shall not bring any action or proceeding arising out of or relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, the Merger Subs and the Company agrees that a final judgment in any action or Proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other transactions contemplated manner provided by Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties, their respective Affiliates and their and their respective Affiliates’ shareholders, officers, directors, employees, controlling persons, agents, and Representatives (ax) any claim that it is not personally agrees that, subject to Section 11.14, it will not bring or support any Person in any Proceeding, including cross-claims and Third Party claims, before any Governmental Authority of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the Transactions, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter or the Financing or the performance thereof or the transactions or financings contemplated thereby, in any forum other than the United States Federal and New York State courts located in the Borough of Manhattan, New York County, State of New York (and any appellate courts thereof), (y) submits for itself and its property with respect to any such action to the exclusive jurisdiction of the courts such courts, (z) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Delaware as described herein Section 11.1 shall be effective service of process against it for any reasonsuch action brought in any such court, (bxx) that it agrees that, except as specifically set forth in the Commitment Letter, all claims or its property is exempt or immune from jurisdiction causes of any such court or from any legal process commenced in such courts action (whether through service of noticeat law, attachment prior to judgmentin equity, attachment in aid of execution of judgmentContract, execution of judgment in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (cwhether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, (iyy) waives and hereby irrevocably waives, to the suitfullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action or proceeding in any such court is brought and (zz) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action All Claims arising from, under or proceeding arising out of or relating to in connection with this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought raised to and exclusively determined in by the Court of Chancery of the State of Delaware; providedDelaware or, howeverto the extent such court does not have subject matter jurisdiction, that if jurisdiction is not then available in the Superior Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or the United States District Court for the District of Delaware, each such court to whose jurisdiction and venue the parties hereto unconditionally consent and submit. Each party hereto hereby irrevocably and unconditionally waives any other Delaware state objection to the laying of venue of any such claim in such court and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such claim brought in any such court has been brought in an inconvenient forum. Each party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 8.03 shall be effective service of process for any claim brought against such party in any such court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties party hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreementhereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in the State of Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts; provided, however, that all provisions regarding the rights, duties and obligations of the Paying Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York, without regard to the principles or rules concerning conflicts of laws which might otherwise require application of the substantive laws of another jurisdiction.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action Any and all claims, suits, actions or proceeding proceedings arising out of of, in connection with or relating in any way to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be exclusively brought and determined in the Court of Chancery of the State of Delaware; providedDelaware or, howeverif such court does not have subject matter jurisdiction thereof, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal other court located in the State of Delaware or any other Delaware state courtwith subject matter jurisdiction. Each of the parties hereby party hereto unconditionally and irrevocably submits to the exclusive jurisdiction of the aforesaid such courts for itself and with respect to its property, generally and unconditionally, with regard to any such claim, suit, action or proceeding arising out and waives any objection that such party may have to the laying of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each venue of the parties agrees not to commence any actionclaim, suit or proceeding relating thereto except in the courts described above in Delawaresuit, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of in such courts. Each party hereto (i) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or relating to this Agreement or the Merger or the other transactions contemplated by this Agreement, proceeding that (aA) any claim that it is not personally subject to the jurisdiction of the such courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such other court or from any legal process commenced to which proceedings 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forummay be appealed, (iiB) the venue of such claim, suit, action or proceeding is improper brought in an inconvenient forum or (C) the venue of such claim, suit, action or proceeding is improper, (ii) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (ii) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (iii) this Agreementirrevocably waives any and all right to trial by jury in any such claim, suit, action or the subject matter hereof, may not be enforced in or by such courtsproceeding.

Jurisdiction; Venue. Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising relating to the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 11.01 or in such other manner as may be permitted by Applicable Law, of copies of such process to such party, and nothing in this Section 11.08 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute arises out of or relating to this Agreement or the Merger transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the other transactions contemplated by this Agreementhereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (av) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, (ii) Merger Subsidiary and the venue of such suit, Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto (a) irrevocably agrees that consents to the service of the summons and complaint and any legal action or proceeding arising out of or other process in any Action relating to the transactions contemplated hereby, on behalf of itself or its property or its Respective Indemnified Persons, in accordance with Section 9.01 or in such other manner as may be permitted by applicable Law, and nothing in this Agreement brought by Section 9.07 shall affect the right of any party or its Affiliates against to serve legal process in any other party or manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its Affiliates shall be brought and determined property in any Action to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware; provided, however, that if jurisdiction is not then available ) in the event any dispute arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) agrees that any Action arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), then (e) waives any objection that it may now or hereafter have to the venue of any such legal action or proceeding may be brought Action in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court or that such Action was brought in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, an inconvenient court and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in claim the same and (f) agrees that it shall not bring any action or proceeding arising out of or Action relating to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) hereby in any claim court other than the aforesaid courts. Each party agrees that it is not personally subject to the jurisdiction of the courts a final judgment in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any Action in 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) as provided above shall be conclusive and (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Jurisdiction; Venue. Each (a) In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action (a) Except as set forth in Section 8.11(b), all Claims (whether based on contract, tort or proceeding otherwise) arising out of from, under or in connection with or relating to this Agreement brought by any party or its Affiliates against any other party the transactions contemplated hereby or its Affiliates the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof shall be brought raised to and exclusively determined in by the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of Delaware and any appellate court therefrom within the State of DelawareDelaware or, then any to the extent such legal action or proceeding may be brought in any federal court located in does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, each such court to whose jurisdiction and venue the Parties unconditionally consent and submit. Except as set forth in Section 8.11(b), each Party hereby irrevocably and unconditionally waives any other Delaware state objection to the laying of venue of any such Claim in such court and hereby further irrevocably and unconditionally waives and agree not to plead or claim in any such court that any such Claim brought in any such court has been brought in an inconvenient forum. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 8.02 shall be effective service of process for any Claim brought against such Party in any such court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of from, under or in connection with or relating to this Agreement or the Merger transactions contemplated hereby or the other transactions contemplated by this Agreementactions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 11.01; provided, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law. 106

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action All Claims (whether based on contract, tort or proceeding otherwise) arising out of from, under or in connection with or relating to this Agreement brought by any party or its Affiliates against any other party the transactions contemplated hereby or its Affiliates the actions of Parent, Purchaser or the Company in the negotiation, administration, performance and enforcement thereof shall be brought raised to and exclusively determined in by the Court of Chancery of the State of Delaware; providedDelaware or, howeverto the extent such court does not have subject matter jurisdiction, that if jurisdiction is not then available in the Superior Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or the United States District Court for the District of Delaware, each such court to whose jurisdiction and venue the Parties unconditionally consent and submit. Each Party hereby irrevocably and unconditionally waives any other Delaware state objection to the laying of venue of any such Claim in such court and hereby further irrevocably and unconditionally waives and agree not to plead or claim in any such court that any such Claim brought in any such court has been brought in an inconvenient forum. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.02 shall be effective service of process for any Claim brought against such Party in any such court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of from, under or in connection with or relating to this Agreement or the Merger transactions contemplated hereby or the other transactions contemplated by this Agreementactions of Parent, Purchaser or the Company in the negotiation, administration, performance and enforcement thereof, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties agrees that it will not bring or support any legal proceeding against the Lender or any of the Lender Related Parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, including any dispute relating to the Financing, in any forum other than the United States federal court located in, or if that court does not have subject matter jurisdiction, in any New York state court located in, the Borough of Manhattan in the City of New York, New York.

Jurisdiction; Venue. Each Except as contemplated by Article II, each of the parties Parties hereto irrevocably agrees that any legal action or proceeding and all Actions arising out of or of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any party other Party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Court of Chancery courts of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court New York located in the State Borough of Delaware Manhattan, the City of New York or any other Delaware state courtin the courts of the United States of America for the Southern District of New York. Each of the parties Parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 14.6 or in such other manner as may be permitted by Applicable Laws, will be valid and sufficient service thereof. Each of the Parties hereto hereby irrevocably submits with regard to the jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or Action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court or tribunal other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the Merger or the other transactions contemplated by this Agreement, rights and obligations arising hereunder (a) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. In order to facilitate the comprehensive resolution of related disputes, and upon request of any Party to any Action, the court may consolidate the Action with any other Action relating to this Agreement or to any Ancillary Agreement and the Parties hereby agree not to oppose any request by the other Party to consolidate any such Action with another Action relating to this Agreement or to any Ancillary Agreement.

Jurisdiction; Venue. Each of the parties hereto Parties hereby (a) irrevocably agrees that any legal action or proceeding arising out and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; providedDelaware (or, however, that if under applicable Law exclusive jurisdiction over such matter is not then available vested in the Court of Chancery federal courts, any court of the State of Delaware, then any such legal action or proceeding may be brought in any federal court United States located in the State of Delaware) (collectively, the “Delaware or Courts”) in connection with any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding Claim arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreement, (ab) waives any claim that it is not personally subject objection to the jurisdiction laying of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction venue of any such court or from litigation in any legal process commenced in such courts (whether through service of noticethe Delaware Courts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action agrees not to plead or proceeding claim in any such court is that such Claim brought therein has been brought in an inconvenient forum, forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iid) agrees that it will not bring any Claim in connection with any Claim arising out of or relating to this Agreement or the venue of such suit, action or proceeding is improper or (iii) transactions contemplated by this Agreement, in any court or other tribunal, other than any of the Delaware Courts. Each of the Parties hereby irrevocably and unconditionally agrees that service of process in connection with any Claim arising out of or relating to this Agreement or the subject matter transactions contemplated by this Agreement may be made upon such party by prepaid certified or registered mail, with a validated proof of mailing receipt constituting evidence of valid service, directed to such party at the address specified in Section 8.03 hereof. Service made in such manner, to the fullest extent permitted by applicable Law, shall have the same legal force and effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may not be enforced in or permitted by such courtsapplicable Law.

Jurisdiction; Venue. (a) Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising relating to the transactions contemplated hereby, on behalf of itself or its property. in accordance with Section 11.01 or in such other manner as may be permitted by Applicable Law. and nothing in this Section 11.08 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or. only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter. any federal court within the State of Delaware) in the event any dispute arises out of or relating to this Agreement or the Merger transactions contemplated hereby. or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the other transactions contemplated by this Agreementhereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only ifthe Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (av) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same and (iivi) agrees that it shall not bring any action relating to this Agreement or the venue transactions contemplated hereby in any court other than the aforesaid courts. Each of such suit, Parent. Merger Sub and the Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that Except as provided below in this Section 9.12 with respect to arbitration, any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; providedconnection with, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or Toshiba Guaranty shall be brought in a federal court or, if jurisdiction cannot lie therein, a state court, in either case located in New York, and each of the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject Parties hereby consents and submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in Delaware as described herein for any reasonsuch suit, (b) that action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or its property is exempt or immune from jurisdiction hereafter have to the laying of the 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that any such suit, action or proceeding which is improper brought in any such court has been brought in an inconvenient forum; provided, however, that no Party may bring such a suit, action or (iiiproceeding with respect to any dispute that is already the subject of an arbitration proceeding that has been commenced as provided below in this Section 9.12. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Notwithstanding anything to the contrary in this Section 9.12, a provisional attachment, provisional injunction or any other provisional legal remedies to secure a Party’s right or benefit may be brought in a court of competent jurisdiction in a state or federal court located in New York or in a district court located in Japan, wherever located. In addition, the Parties agree that, notwithstanding the foregoing provisions of this Section 9.12, each of the Parties shall, at its option, have the right to submit any dispute arising under, out of or in connection with this Agreement or the Toshiba Guaranty to the International Chamber of Commerce for arbitration in the manner and on the terms provided in Section 4.9(c) of the Toshiba Guaranty; provided, however, that no Party may submit for arbitration any dispute that is already the subject of a suit, action or proceeding that has been brought in a federal or state court in New York as provided above in this AgreementSection 9.12. In no event will the requirements of Section 4.9(b) of the Toshiba Guaranty apply. For the avoidance of doubt, Section 4.9(d) of the Toshiba Guaranty will not permit Beneficiary or any of the Owners to seek a decree of specific performance, or any related preliminary or permanent injunctive relief, with respect to this Agreement that, in accordance with the subject matter hereofthird sentence of Section 8.3(a), may not be enforced in sought by Beneficiary or by such courtsany of the Owners.

Jurisdiction; Venue. Each of the parties Parties hereto irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any party the other Party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties Parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by Applicable Law, each of the Parties hereto hereby consents to the service of process in accordance with Section 10.01; provided, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Applicable Law.

Jurisdiction; Venue. Each The Borrower hereby irrevocably submits, for itself and its property, to the exclusive jurisdiction of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Supreme Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available New York sitting in the Court of Chancery New York County and of the State United States District Court for the Southern District of Delaware, then New York and of any such legal action or proceeding may be brought in appellate court from any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwisethereof, in any action or proceeding arising out of or relating to this Agreement or the Merger any other Loan Document or the other transactions contemplated by this Agreementhereby or thereby, (a) or for recognition or enforcement of any claim that it is not personally subject to the jurisdiction judgment, and each of the courts parties hereto hereby irrevocably and unconditionally agrees that all claims in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction respect of any such court action or from any legal process commenced proceeding may be heard and determined in such courts (whether through service District Court or court of noticethe State of New York or, attachment prior to judgmentthe extent permitted by applicable law, attachment such appellate court. Each of the parties hereto agrees that a final judgment in aid of execution of judgment, execution of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise) in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Letter of Credit Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. The Borrower irrevocably and (c) that (i) unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in this Section 15.2 and brought in any court referred to in this Section 15.2. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourt.

Jurisdiction; Venue. (a) Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 11.01; provided, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law. 116

Jurisdiction; Venue. (a) Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and process with respect to its propertyany dispute, generally and unconditionallyclaim, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delawarebased upon, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating related to this Agreement or any of the Merger or the other transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 11.01 or in such other manner as may be permitted by Applicable Law, and nothing in this AgreementSection 11.08 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (aii) irrevocably and unconditionally consents and submits itself and its property with respect to any claim that it is not personally subject such dispute, claim, action, suit or proceeding to the exclusive general jurisdiction of the courts Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), and for recognition and enforcement of any judgment in Delaware as described herein for any reasonrespect thereof, (biii) agrees that it shall not attempt to deny or its property is exempt defeat such personal jurisdiction by motion or immune other request for leave from any such court, (iv) irrevocably and unconditionally agrees that any dispute, claim, action, suit or proceeding based upon, arising out of or related to this Agreement or any of the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (v) waives any objection that it may now or hereafter have to the 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 (c) that (i) the suit, action or proceeding in any such court is or that any such dispute, claim, action, suit or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any dispute, (ii) claim, action, suit or proceeding based upon, arising out of or related to this Agreement or any of the venue transactions contemplated hereby in any court other than the aforesaid courts. Each of such suitParent, Merger Sub and the Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts.Applicable Law. 114

Jurisdiction; Venue. Each Any Action relating to or arising under this Agreement, any of the parties hereto irrevocably agrees that Ancillary Agreements, or any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall the Transactions may be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available any state or federal court sitting in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought but in any federal court located in the State of Delaware or any no other Delaware state court. Each of the parties Parties to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the jurisdiction of any state or federal court sitting in the aforesaid courts State of Delaware, for itself and with respect to its property, generally and unconditionally, with regard to the purpose of any such action or proceeding arising out of or Action relating to this Agreement and the Merger and the other transactions contemplated by or arising in whole or in part under or in connection with this Agreement. Each , any Ancillary Agreement or any of the parties agrees Transactions (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), (ii) hereby waives to the extent not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered prohibited by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waivesapplicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from any legal process commenced in such courts (whether through service should be stayed by reason of notice, attachment prior to judgment, attachment in aid the pendency of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding some other Action in any such other court is brought in an inconvenient forum, (ii) other than one of the venue of such suit, action above-named courts or proceeding is improper or (iii) that this Agreement, any Ancillary Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence a 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. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 11.01; provided, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law.

Jurisdiction; Venue. Each of the parties hereto (a) irrevocably agrees that consents to the service of the summons and complaint and any legal other process in any action or proceeding arising out of or Proceeding relating to the Transactions, on behalf of itself or its property, in accordance with Section 11.1 or in such other manner as may be permitted by Applicable Law, and nothing in this Agreement brought by Section 11.8 shall affect the right of any party or its Affiliates against to serve legal process in any other party manner permitted by Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its property in any action or its Affiliates shall be brought and determined in Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware; providedDelaware (Complex Commercial Division)) or, however, that if subject matter jurisdiction over the action or proceeding is not then available vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware in the event any dispute arises out of this Agreement or the Transactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or Proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of DelawareDelaware (Complex Commercial Division) or, then any such legal if subject matter jurisdiction over the action or proceeding may be brought in any federal court located is vested exclusively in the State of Delaware or any other Delaware state court. Each federal courts of the parties hereby irrevocably submits United States of America, the United States District Court for the District of Delaware; (e) waives any objection that it may now or hereafter have to the jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except Proceeding in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court or that such action or Proceeding was brought in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, an inconvenient court and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in claim the same; and (f) agrees that it shall not bring any action or proceeding arising out of or relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts Proceeding in Delaware as described herein for any reason, (b) 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) as provided above shall be conclusive and (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto (a) irrevocably agrees that consents to the service of the summons and complaint and any legal other process in any action or proceeding arising out of or Proceeding relating to the Transactions, on behalf of itself or its property, in accordance with Section 11.1 or in such other manner as may be permitted by Applicable Law, and nothing in this Agreement brought by Section 11.8 shall affect the right of any party or its Affiliates against to serve legal process in any other party manner permitted by Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its property in any action or its Affiliates shall be brought and determined in Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware; providedDelaware (Complex Commercial Division) or, however, that if subject matter jurisdiction over the action or proceeding is not then available vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware in the event any dispute arises out of this Agreement or the Transactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or Proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of DelawareDelaware (Complex Commercial Division) or, then any such legal if subject matter jurisdiction over the action or proceeding may be brought in any federal court located is vested exclusively in the State of Delaware or any other Delaware state court. Each federal courts of the parties hereby irrevocably submits United States of America, the United States District Court for the District of Delaware; (e) waives any objection that it may now or hereafter have to the jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except Proceeding in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court or that such action or Proceeding was brought in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, an inconvenient court and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in claim the same; and (f) agrees that it shall not bring any action or proceeding arising out of or relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action or Proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other transactions contemplated manner provided by Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, each of the parties, their respective Affiliates and their and their respective Affiliates’ shareholders, officers, directors, employees, controlling persons, agents, and Representatives (ax) any claim agrees that it is will not personally subject bring or support any Person in any Proceeding, including cross-claims and Third Party claims, before any Governmental Authority of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or the Financing or the performance thereof or the transactions or financings contemplated thereby, in any forum other than the United States Federal and New York State courts located in the Borough of Manhattan, New York County, State of New York (and any appellate courts thereof), (y) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, and (z) agrees that, except as specifically set forth in the courts in Delaware as described herein for any reasonCommitment Letter, (b) that it all claims or its property is exempt or immune from jurisdiction causes of any such court or from any legal process commenced in such courts action (whether through service of noticeat law, attachment prior to judgmentin equity, attachment in aid of execution of judgmentContract, execution of judgment in tort or otherwise) and (c) that (i) against any of the suit, action or proceeding Financing Sources in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) way relating to this Agreement, the Financing or the subject matter hereofperformance thereof or the financings contemplated thereby, may not shall be enforced exclusively governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or by such courtsconflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Jurisdiction; Venue. Each of the parties Parties hereto irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any party the other Party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties Parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.. To the fullest extent permitted by Applicable Law, each of the Parties hereto hereby consents to the service of process in accordance with Section 10.01; provided, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Applicable Law. 108

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal suit, action or proceeding between or among the parties hereto seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the Transactions (whether brought by any party or any of its Affiliates or against any other party or any of its Affiliates Affiliates) shall be brought brought, tried and determined only in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties hereby hereto (i) irrevocably submits consents to the service of the summons and complaint and any other process in any suit, action or proceeding relating to the Transactions, on behalf of itself or its property, in accordance with ‎Section 11.01 or in such other manner as may be permitted by Applicable Law, and agrees that nothing in this ‎Section 11.08 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any suit, action or proceeding to the exclusive general jurisdiction of the aforesaid courts for itself Delaware Court of Chancery and with respect any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to its propertyaccept jurisdiction over a particular matter, generally and unconditionallyany federal court within the State of Delaware) in any suit, with regard to any such action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any actionin connection with, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger Transactions or the other transactions contemplated by this Agreementfor recognition and enforcement of any judgment in respect thereof, (aiii) any claim agrees that it is shall not personally subject attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) waives any objection that it may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that such suit, action or proceeding is improper was brought in an inconvenient court and agrees not to plead or claim the same and (iiiv) agrees that it shall not bring any action relating to this Agreement, Agreement or the subject matter hereofTransactions in any court other than the aforesaid courts. Each of Parent, Merger Sub 1, Merger Sub 2 and the Company agrees that a final judgment in any suit, action or proceeding in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating with respect to this Agreement Agreement, the transactions contemplated hereby or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, the transactions contemplated hereby or the rights and obligations arising hereunder brought by any the other party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, however, ) and that if jurisdiction is not then available in any final and non-appealable judgment issued by the Delaware Court of Chancery of or any state or federal court within the State of Delaware, then Delaware in any such legal action or proceeding may be brought in any federal court located in is enforceable upon each of the State of Delaware or any other Delaware state courtparties hereto. Each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out for itself and in respect of or its property to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonabove-named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 11.01 in any action relating to this Agreement or any of the transactions contemplated by this Agreement; provided, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law. Notwithstanding the foregoing in this Section 11.07, the Scheme of Arrangement shall be subject to the jurisdiction of the Court and any appellate courts therefrom, and not that of the above named courts.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreementhereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreementhereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. (a) Each of the parties hereto (i) irrevocably agrees that any legal action or proceeding arising out consents to the service of or relating to this Agreement brought by any party or its Affiliates against the summons and complaint and any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, process in any action or proceeding arising relating to the transactions contemplated hereby, on behalf of itself or its property, in accordance with Section 11.01 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 11.08 shall affect the right of any party to serve legal process in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute arises out of or relating to this Agreement or the Merger transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the other transactions contemplated by this Agreementhereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), (av) waives any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, (ii) Merger Sub and the venue of such suit, Company agrees that a final judgment in any action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties Parties hereto irrevocably agrees that any legal action or proceeding and all Actions arising out of or of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement or the formation, breach, termination or validity of this Agreement brought by any party other Party or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Court of Chancery any district court of the State United States of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court America located in the State of Delaware or any other Delaware state courtConnecticut, or, in the event that such courts do not have subject matter jurisdiction over such Action, in the courts of the State of Connecticut. Each of the parties Parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.5, or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the Parties hereby irrevocably submits with regard to the jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or Action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court or tribunal other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement or the Merger or the other transactions contemplated by this AgreementAgreement or the formation, breach, termination or validity of this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forumAction should be dismissed on the basis of FORUM NON CONVENIENS, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the Transactions (whether brought by any party or any of its Affiliates or against any other party or any of its Affiliates Affiliates) shall be brought brought, tried and determined only in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court). Each of the parties hereby hereto (i) irrevocably submits consents to the service of the summons and complaint and any other process in any suit, action or proceeding relating to the Transactions, on behalf of itself or its property, in accordance with Section ‎11.01 or in such other manner as may be permitted by Applicable Law, and agrees that nothing in this Section ‎11.09 shall affect the right of any party to serve legal process 112 in any other manner permitted by Applicable Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any suit, action or proceeding to the exclusive general jurisdiction of the aforesaid courts for itself Delaware Court of Chancery and with respect any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to its propertyaccept jurisdiction over a particular matter, generally and unconditionallyany federal court within the State of Delaware) in any suit, with regard to any such action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any actionin connection with, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger Transactions or the other transactions contemplated by this Agreementfor recognition and enforcement of any judgment in respect thereof, (aiii) any claim agrees that it is shall not personally subject attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) waives any objection that it may now or hereafter have to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that such suit, action or proceeding is improper was brought in an inconvenient court and agrees not to plead or claim the same and (iiiv) agrees that it shall not bring any action relating to this Agreement, Agreement or the subject matter hereofTransactions in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any suit, action or proceeding in such court as provided above shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law.

Jurisdiction; Venue. Each of the parties hereto (a) irrevocably agrees that consents to the service of the summons and complaint and any legal other process in any action or proceeding arising out of or Proceeding relating to the Transactions, on behalf of itself or its property, in accordance with ‎Section ‎11.1 or in such other manner as may be permitted by Applicable Law, and nothing in this Agreement brought by Section ‎11.8 shall affect the right of any party or its Affiliates against to serve legal process in any other party manner permitted by Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its property in any action or its Affiliates shall be brought and determined in Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware; providedDelaware (Complex Commercial Division) or, however, that if subject matter jurisdiction over the action or proceeding is not then available vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware in the event any dispute arises out of this Agreement or the Transactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or Proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of DelawareDelaware (Complex Commercial Division) or, then any such legal if subject matter jurisdiction over the action or proceeding may be brought in any federal court located is vested exclusively in the State of Delaware or any other Delaware state court. Each federal courts of the parties hereby irrevocably submits United States of America, the United States District Court for the District of Delaware; (e) waives any objection that it may now or hereafter have to the jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except Proceeding in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court or that such action or Proceeding was brought in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, an inconvenient court and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in claim the same; and (f) agrees that it shall not bring any action or proceeding arising out of or relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action or Proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other transactions contemplated manner provided by Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, each of the parties, their respective Affiliates and their and their respective Affiliates’ shareholders, officers, directors, employees, controlling persons, agents, and Representatives (ax) any claim agrees that it is will not personally subject bring or support any Person in any Proceeding, including cross-claims and Third Party claims, before any Governmental Authority of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or the Financing or the performance thereof or the transactions or financings contemplated thereby, in any forum other than the United States Federal and New York State courts located in the Borough of Manhattan, New York County, State of New York (and any appellate courts thereof), (y) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, and (z) agrees that, except as specifically set forth in the courts in Delaware as described herein for any reasonCommitment Letter, (b) that it all claims or its property is exempt or immune from jurisdiction causes of any such court or from any legal process commenced in such courts action (whether through service of noticeat law, attachment prior to judgmentin equity, attachment in aid of execution of judgmentContract, execution of judgment in tort or otherwise) and (c) that (i) against any of the suit, action or proceeding Financing Sources in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) way relating to this Agreement, the Financing or the subject matter hereofperformance thereof or the financings contemplated thereby, may not shall be enforced exclusively governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or by such courtsconflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action (a) All Claims (whether based on contract, tort or proceeding otherwise) arising out of from, under or in connection with or relating to this Agreement brought by any party or its Affiliates against any other party the transactions contemplated hereby or its Affiliates the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof shall be brought raised to and exclusively determined in by the Court of Chancery of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of Delaware and any appellate court therefrom within the State of DelawareDelaware or, then any to the extent such legal action or proceeding may be brought in any federal court located in does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, each such court to whose jurisdiction and venue the Parties unconditionally consent and submit. Except as set forth in Section 8.11(b), each Party hereby irrevocably and unconditionally waives any other Delaware state objection to the laying of venue of any such Claim in such court and hereby further irrevocably and unconditionally waives and agree not to plead or claim in any such court that any such Claim brought in any such court has been brought in an inconvenient forum. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 8.02 shall be effective service of process for any Claim brought against such Party in any such court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of from, under or in connection with or relating to this Agreement or the Merger transactions contemplated hereby or the other transactions contemplated by this Agreementactions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto Parties (a) irrevocably agrees that consents to the service of the summons and complaint and any legal other process in any action or proceeding arising out of or Proceeding relating to this Agreement brought by any party the Transactions, on behalf of itself or its Affiliates against property, in 90 accordance with Section 11.1 or in such other manner as may be permitted by Applicable Law, and nothing in this Section 11.8 shall affect the right of any Party to serve legal process in any other party manner permitted by Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its property in any action or its Affiliates shall be brought and determined in Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware; providedDelaware (Complex Commercial Division) or, however, that if subject matter jurisdiction over the action or proceeding is not then available vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware in the event any dispute arises out of this Agreement or the Transactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or Proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of DelawareDelaware (Complex Commercial Division) or, then any such legal if subject matter jurisdiction over the action or proceeding may be brought in any federal court located is vested exclusively in the State of Delaware or any other Delaware state court. Each federal courts of the parties hereby irrevocably submits United States of America, the United States District Court for the District of Delaware; (e) waives any objection that it may now or hereafter have to the jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except Proceeding in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court or that such action or Proceeding was brought in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, an inconvenient court and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, in claim the same; and (f) agrees that it shall not bring any action or proceeding arising out of or relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of Parent, the Merger Subs and the Company agrees that a final judgment in any action or Proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other transactions contemplated manner provided by Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties, their respective Affiliates and their and their respective Affiliates’ shareholders, officers, directors, employees, controlling persons, agents, and Representatives (ax) any claim that it is not personally agrees that, subject to Section 11.14, it will not bring or support any Person in any Proceeding, including cross-claims and Third Party claims, before any Governmental Authority of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources in any way relating to this Agreement or any of the Transactions, including but not limited to any dispute arising out of or relating in any way to the Commitment Letter or the Financing or the performance thereof or the transactions or financings contemplated thereby, in any forum other than the United States Federal and New York State courts located in the Borough of Manhattan, New York County, State of New York (and any appellate courts thereof), (y) submits for itself and its property with respect to any such action to the exclusive jurisdiction of the courts such courts, (z) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Delaware as described herein Section 11.1 shall be effective service of process against it for any reasonsuch action brought in any such court, (bxx) that it agrees that, except as specifically set forth in the Commitment Letter, all claims or its property is exempt or immune from jurisdiction causes of any such court or from any legal process commenced in such courts action (whether through service of noticeat law, attachment prior to judgmentin equity, attachment in aid of execution of judgmentContract, execution of judgment in tort or otherwise) against any of the Financing Sources in any way relating to this Agreement, the Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (cwhether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, (iyy) waives and hereby irrevocably waives, to the suitfullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action or proceeding in any such court is brought and (zz) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw.

Jurisdiction; Venue. Each Subject to Sections 2.4 and 12.6(b), each of the parties Parties hereto irrevocably agrees that any legal action or proceeding and all Actions arising out of or of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement or the formation, breach, termination or validity of this Agreement brought by any party other Party or its Affiliates against any other party Exhibit 2.01 successors or its Affiliates assigns, shall be brought and determined exclusively in the Court courts of Chancery the United States of America for the Southern District of New York or, in the event that such courts do not have subject matter jurisdiction over such Action, in the courts of the State of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court New York located in the State Borough of Delaware or any other Delaware state courtManhattan, The City of New York. Each of the parties Parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 14.6, or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the Parties hereby irrevocably submits with regard to the jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or Action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court or tribunal other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement or the Merger or the other transactions contemplated by this AgreementAgreement or the formation, breach, termination or validity of this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forumAction should be dismissed on the basis of forum non conveniens, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding and all Actions arising out of or of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement or the formation, breach, termination or validity of this Agreement brought by any the other party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Court of Chancery in any district court of the State United States of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court America located in the State of Delaware or any other Delaware state courtConnecticut, or, in the event that such courts do not have subject matter jurisdiction over such Action, in the courts of the State of Connecticut. Each of the parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 18, or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to the jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or Action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court or tribunal other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement or the Merger or the other transactions contemplated by this AgreementAgreement or the formation, breach, termination or validity of this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forumAction should be dismissed on the basis of FORUM NON CONVENIENS, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. SECTION 17.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action All Claims arising from, under or proceeding arising out of or relating to in connection with this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought raised to and exclusively determined in by the Court of Chancery of the State of Delaware; providedDelaware or, howeverto the extent such court does not have subject matter jurisdiction, that if jurisdiction is not then available in the Superior Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state courtthe United States District Court for the District of Delaware, each such court to whose jurisdiction and venue the Parties unconditionally consent and submit. Each of the parties party hereby irrevocably submits and unconditionally waives any objection to the jurisdiction laying of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to venue of any such action or proceeding arising out of or relating to this Agreement claim in such court and the Merger hereby further irrevocably and the other transactions contemplated by this Agreement. Each of the parties agrees unconditionally waives and agree not to commence any action, suit plead or proceeding relating thereto except claim in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court that any such claim brought in Delaware as described hereinany such court has been brought in an inconvenient forum. Each each party further agrees that service of any process, summons, notice or document by U.S. registered mail to the parties respective addresses set forth in Section 8.03 shall be effective service of process for any claim brought against such party in any such court. each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreementhereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding and all Actions arising out of or of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement or the formation, breach, termination or validity of this Agreement brought by any the other party hereto or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Court of Chancery in any district court of the State United States of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court America located in the State of Delaware or any other Delaware state courtConnecticut, or, in the event that such courts do not have subject matter jurisdiction over such Action, in the courts of the State of Connecticut. Each of the parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 18, or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to the jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or Action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court or tribunal other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement or the Merger or the other transactions contemplated by this AgreementAgreement or the formation, breach, termination or validity of this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forumAction should be dismissed on the basis of FORUM NON CONVENIENS, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties Parties hereto irrevocably agrees that any legal action or proceeding and all Actions arising out of or of, relating to or in connection with this Agreement or the transactions contemplated by this Agreement or the formation, breach, termination or validity of this Agreement brought by any party other Party or its Affiliates against any other party successors or its Affiliates assigns, shall be brought and determined exclusively in the Court of Chancery any district court of the State United States of Delaware; provided, however, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court America located in the State of Delaware or any other Delaware state courtConnecticut, or, in the event that such courts do not have subject matter jurisdiction over such Action, in the courts of the State of Connecticut. Each of the parties Parties agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.5, or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the Parties hereby irrevocably submits with regard to the jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or Action relating to this Agreement and or any of the Merger and the other transactions contemplated by this AgreementAgreement in any court or tribunal other than the aforesaid courts. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement or the Merger or the other transactions contemplated by this AgreementAgreement or the formation, breach, termination or validity of this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Law, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forumAction should be dismissed on the basis of FORUM NON CONVENIENS, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.. SECTION 9.4

Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action All Claims arising from, under or proceeding arising out of or relating to in connection with this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought raised to and exclusively determined in by the Court of Chancery of the State of Delaware; providedDelaware or, howeverto the extent such court does not have subject matter jurisdiction, that if jurisdiction is not then available in the Superior Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or the United States District Court for the District of Delaware, each such court to whose jurisdiction and venue the Parties unconditionally consent and submit. Each Party hereby irrevocably and unconditionally waives any other Delaware state objection to the laying of venue of any such Claim in such court and hereby further irrevocably and unconditionally waives and agree not to plead or claim in any such court that any such Claim brought in any such court has been brought in an inconvenient forum. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.02 shall be effective service of process for any Claim brought against such Party in any such court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the Merger or the other transactions contemplated by this Agreementhereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) 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 (c) 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 or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Jurisdiction; Venue. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding arising out of or relating and unconditionally (a) submits, for itself and its property, to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court exclusive jurisdiction of Chancery Court of the State of Delaware; Delaware (provided, howeverthat if, and only after, such court determines that if it lacks subject matter jurisdiction is not then available in the Court of Chancery of the State of Delaware, then over any such legal action action, suit or proceeding, such legal action, suit or proceeding may shall be brought in any federal court the Federal courts of the United States of America located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction courts of the aforesaid courts for itself State of Delaware) and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Merger and the other transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any appellate court of competent jurisdiction to enforce any Order rendered by any such court in Delaware as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwisethereof, in any action or proceeding arising out of or relating to this Agreement or the Merger negotiation, execution or the other transactions contemplated by performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), (a) or for recognition or enforcement of any claim judgment, and agrees that it is not personally subject to the jurisdiction all claims in respect of the courts any such action or proceeding shall be heard and determined in Delaware as described herein for any reasonsuch courts, (b) that waives, to the fullest extent it may legally and effectively do so, any objection which it may now or its property is exempt or immune from jurisdiction hereafter have to the laying of venue of any such court action or from any legal process commenced in such courts (whether through service proceeding arising out of notice, attachment prior or relating to judgment, attachment in aid of execution of judgmentthis Agreement or the negotiation, execution or performance of judgment this Agreement (including any claim or otherwisecause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) and in any such courts, (c) that (i) waives, to the suitfullest extent permitted by law, action the defense of an inconvenient forum to the maintenance of such legal action, suit or proceeding in any such court is brought courts and (d) agrees that a final judgment in an inconvenient forumany such legal action, (ii) the venue of such suit, action suit or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw.