Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. ThisLaw. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkYork, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of DelawareNew York or any other jurisdiction)jurisdictions) that would cause the application of the laws of any jurisdictionjurisdictions other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplatedEach Party hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding. Service of process, summons, notice or other documentproceeding by certified or registered mailmailing a copy thereof to such party’sParty at the address set forthfor such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be effective service of process for any suit, action or other proceeding broughtdeemed to limit in any such court. The parties irrevocably and unconditionally waiveway any objectionright to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claimserve process in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.manner permitted by law.

Governing Law; Submission to Jurisdiction.Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effectapplicable to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the StateBorough of Manhattan in the City of New York,York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or other document by certified or registered mail to such party’s address set forth hereinabove shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or anyother proceeding in such courtsthe Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Submission to Jurisdiction. ThisJurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkYork, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of DelawareNew York or any other jurisdiction)jurisdictions) that would cause the application of the laws of any jurisdictionjurisdictions other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplatedEach party hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courtscourt, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding. Service of process, summons, notice or other documentproceeding by certified or registered mailmailing a copy thereof to such party’sparty at the address set forthfor such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be effective service of process for any suit, action or other proceeding broughtdeemed to limit in any such court. The parties irrevocably and unconditionally waiveway any objectionright to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claimserve process in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction.Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effectregard to any choice or conflictprinciples of law provision or rule (whetherconflicts of the State of Delawarelaws thereof or any other jurisdiction) that would causeState. Any action brought by any party against any other party hereto concerning the applicationtransactions contemplated by this Agreement shall be brought only in the state courts of laws of any jurisdiction other than those ofNew York or in the Statefederal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any legalsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding arising out of or based uponin connection with this Agreement or the transactionsany other transaction document contemplated hereby may be instituted in the federal courtsby mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered maildelivery) to such party’sparty at the address set forthin effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be effective service of process for any suit, action or other proceeding broughtdeemed to limit in any such court. The parties irrevocably and unconditionally waiveway any objectionright to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claimserve process in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.other manner permitted by law.

Governing Law; Submission to Jurisdiction.Law. This Agreement shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without giving effectregard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicationconflicts of laws ofprinciples thereof. The parties hereto hereby expressly and irrevocably agree that any jurisdiction other than those ofsuit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City, County and State of New York. Any legal suit, action or proceeding arising outBy its execution hereof, the parties hereby covenant and irrevocably submit to the in Personam jurisdiction of or based upon this Agreement or the transactions contemplated hereby may be institutedfederal and state courts located in the federal courts of the United States of America or the courts of theCity, County and State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courtsagree that any process in any such suit, action or proceeding. Servicemay be served upon any of process, summons, noticethem Personally, or other document by certified mail or registered mail to such party’s address set forth herein shall be effective service of process for any suit, actionupon them or other proceeding broughttheir agent, return receipt requested, with the same full force and effect as if Personally served upon them in any such court.New York City. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courtshereto expressly and irrevocably waive and agree not to plead orany claim in any such court that any such suit,jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in Personam jurisdiction with respect thereto. In the event of any such action or proceeding brought in any such court has been brought in an inconvenient forum.proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements.

Governing Law; Submission toLaw and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect(without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any choice or conflictprovision of law provision or rule (whetherthis Agreement shall be commenced only in a court of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the Statestate of New York in(or, if appropriate, a federal court located within New York) and the Company and you each case located in the State of New York, and each party irrevocably submitsconsent to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any sucha court. The parties hereby irrevocably and unconditionally waive any objection they may now or hereafter have to the laying of venue of any suit,such action or any proceeding in such courtsthe said court(s), and further irrevocably waive and agree not to pleadany claim they may now or claim in any such courthereafter have that any such suit, action or proceeding brought in any such courtsaid court(s) has been brought in an inconvenient forum.

Governing Law; SubmissionConsent to Jurisdiction. This Agreement shall be governed by and construedinterpreted in accordance with the internal laws of the State of New York without giving effect to any choice or conflictconflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction)principles that would causeresult in the application of the substantive laws of any jurisdiction other than thoseanother jurisdiction. Each of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement orParties consents to the transactions contemplated hereby may be instituted in the federal courtsexclusive jurisdiction of the United States of America or theFederal courts whose districts encompass any part of the State of New York in each case located in the State of New York,connection with any dispute arising under this Agreement and each party irrevocably submitshereby waives, to the exclusive jurisdictionmaximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such courtsproceeding in such jurisdictions. Each Party waives its right to a trial by jury. Each Party to this Agreement irrevocably consents to the service of process in any such suit, actionproceeding by the mailing of copies thereof by registered or proceeding. Service of process, summons, notice or other document by certified or registered mailmail, postage prepaid, to such party’sParty at its address set forth herein. Nothing herein shall be effective serviceaffect the right of process for any suit, action or other proceeding broughtParty to serve process in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.other manner permitted by law.

Applicable Law; SubmissionConsent to Jurisdiction. This Agreement shall be governed byby, and construed in accordance withwith, the internal laws of the State of New York without giving effectregard to any choice or conflictthe principles of law provision or rule (whetherconflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Statestate and federal courts sitting in the City of Delaware or any other jurisdiction) that would causeNew York, borough of Manhattan, for the application of lawsadjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction other than those of the State of New York. Any legalany such court, that such suit, action or proceeding arising out ofis brought in an inconvenient forum or based upon this Agreement orthat the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdictionvenue of such courtssuit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding. Service of process, summons, notice or other documentproceeding by certifiedmailing a copy thereof (certified or registered mailmail, return receipt requested) to such party’sparty at the address set forthin effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be effective service of process for any suit, action or other proceeding broughtdeemed to limit in any such court. The parties irrevocably and unconditionally waiveway any objectionright to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claimserve process in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.manner permitted by law.

Governing Law; Submission to Jurisdiction.Law. This Agreement shallwill be governed byby, and construed in accordance withwith, the internal laws of the State of New YorkYork, without giving effect to any choice or conflictthe principles of conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would causerequire the application of the laws of any jurisdictionother jurisdiction. Except as set forth below, no proceeding may be commenced, prosecuted or continued in any court other than thosethe courts of the State of New York. Any legal suit, actionYork located in the City and County of New York or the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the parties hereby consent to the jurisdiction of such courts and personal service with respect thereto. All parties hereby waive all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or based uponrelating to this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courtsAgreement. All parties agree that a final judgment in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been broughtshall be conclusive and binding upon each party and may be enforced in an inconvenient forum.any other courts in the jurisdiction of which a party is or may be subject, by suit upon such judgment.