Consent to Jurisdiction. Each of the parties to this Agreement consents to submit to the exclusive personal jurisdiction of any state or federal court located in Delaware in any action or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.

Consent to Jurisdiction. Each party, to the fullest extent permitted by applicable law, hereby irrevocably consents to the jurisdiction of the parties to this Agreement consents to submit tocourts of the exclusive personal jurisdictionState of Delaware and of any state or federal courtcourts located in the State of Delaware for all purposes in connection with any action or proceeding arising out ofthat arises from or relatingrelates to this Agreement,Agreement and hereby waives any right it may have to personal service of summons, complaint or other process in connection therewith and agrees that all claimsservice may be made as set forth in [Section 18(f)] of this Agreement with respect to service of notices, and that service so made shall be as effective as if personally made in the State of Delaware. The parties hereto waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of or relatingwith respect to this Agreement in any other court.jurisdiction set forth above. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

ConsentSection # Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or 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), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties to this Agreement consents to submit to the exclusive personal jurisdiction of any state or federal court located in Delaware in any action or proceeding arising out of or relating to this Agreement,hereto agrees that all claims in respect of any such action or proceeding may be heard and determineda judgment in any such court and agrees not to bring any actiondispute may be enforced in other jurisdictions by suit on the judgment or proceeding arising out of or relating to this Agreement in any other court.manner provided by law.

Section # Consent to Jurisdiction. EachSubject to the terms and conditions of [Article XIII], each party hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the parties to this Agreement consents to submit toUnited States District Court for the exclusive personal jurisdictionDistrict of Delaware and of any state or federalDelaware State court locatedsitting in Wilmington, Delaware in any action or proceeding arising outfor purposes of or relating to this Agreement, agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceedinglegal proceedings arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect thereof. In any action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto also agrees that any final and nonappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party hereto agrees that any process or other court.paper to be served in connection with any action or proceeding under this Agreement shall, if delivered, sent or mailed in accordance with [Section 18.06], constitute good, proper and sufficient service thereof. This [Section 18.07] is not intended to conflict with or override [Article XIII].

Consent to Jurisdiction. Each of the parties to this Agreement consents to submit to the exclusive personal jurisdiction of any state or federal court located in Delaware inThe Company and Indemnitee hereby irrevocably and unconditionally # agree that any action or proceeding arising out of or relating toin connection with this Agreement, agrees that all claimsAgreement shall be brought only in respectthe Chancery Court of any such action or proceeding may be heardthe State of Delaware (the “Delaware Court”), and determinednot in any suchother state or federal court and agrees notin the United States of America or any court in any other country, # consent to bringsubmit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or relatingin connection with this Agreement, # agree to this Agreementappoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, an agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any other court.such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, # waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and # waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Consent to Jurisdiction. Each. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles and conflicts of law. The parties to this Agreement consentshereby irrevocably and unconditionally consent to submit to the exclusive personal jurisdiction of any state or federal courtthe courts of the United States of America located in the State of Delaware infor any actionactions, suits or proceeding arising out of or relating to this Agreement, agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceedingproceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts). The parties hereby irrevocably and unconditionally waive any objection to the laying of venue on any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the United States of America located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any other court.such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law and Consent to Jurisdiction. EachThis Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the partiesState of Delaware, without regard to this Agreement consents to submit to the exclusive personal jurisdictionits conflict of any state or federal court located in Delaware inlaws rules. The Company and Indemnitee hereby irrevocably and unconditionally # agree that any action or proceeding arising out of or relating toin connection with this Agreement, agrees that all claimsAgreement shall be brought only in respectthe Chancery Court of any such action or proceeding may be heardthe State of Delaware (the “Delaware Court”), and determinednot in any suchother state or federal court and agrees notin the United States of America or any court in any other country, # consent to bringsubmit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or relatingin connection with this Agreement, # waive any objection to this Agreementthe laying of venue of any such action or proceeding in the Delaware Court, and # waive, and agree not to plead or to make, any other court.claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Consent to Jurisdiction.Jurisdiction; Venue. Each of the parties to this Agreementhereto: # consents to submit itself to the exclusive personal jurisdiction of anythe Court of Chancery or other federal or state or federal court located incourts of the State of Delaware in the event any action or proceeding arisingdispute arises out of this Agreement or relating tothe transactions contemplated by this Agreement, # agrees that all claims in respect ofit shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such action or proceeding may be heard and determined in any such court andcourt, # agrees that it shall not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other court.than the Court of Chancery or other federal or state courts of the State of Delaware, # irrevocably waives the right to trial by jury and # irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law.

Consent to Jurisdiction. EachGoverning Law, Jurisdiction and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware other than its conflict of laws principles. The parties toagree that in the event that any suit or proceeding is brought in connection with this Agreement consents toAgreement, such suit or proceeding shall be brought in the state or federal courts located in New Castle County, Delaware, and the parties shall submit to the exclusive personal jurisdiction of such courts and waive any state or federal court located in Delaware in any action or proceeding arising out of or relatingand all jurisdictional, venue and inconvenient forum objections to this Agreement, agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.courts.

Consent to Jurisdiction. EachThe parties hereby consent to the jurisdiction of the partiesstate and federal courts of the State of Delaware. Accordingly, with respect to this Agreement consents to submitany such court action, the Executive # submits to the exclusive personal jurisdiction of any state or federal court located in Delaware in any action or proceeding arising outsuch courts; # consents to service of or relating to this Agreement, agrees that all claims in respect of any such action or proceeding may be heardprocess; and determined in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in# waives any other court.requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.