Common use of Jurisdiction and Service of Process Clause in Contracts

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agree

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I AgreeAgree N/A Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex L oc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I AgreeNo

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I AgreeAgree n/a Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex L oc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes

Jurisdiction and Service of Process. Any Proceeding arising out of suit, action or relating proceeding against Borrower with respect to this procurement process Agreement or any contract issued by TIPS resulting from or any contemplated transaction other Loan Document shall be brought in a any court of competent jurisdiction in Camp Countythe State of New York, Texas except to the extent any arbitration provisions of this Agreement apply to the subject matter of such suit, action or proceeding and each of th e parties irrevocably require resolution by an arbitrator or arbitrators. Borrower hereby submits to the exclusive jurisdiction of said such courts for the purpose of any such suit, action, proceeding or judgment. Borrower hereby irrevocably consents to the service of process in any suit, action or proceeding in any court of competent jurisdiction by the mailing by certified mail of copies thereof by U.S. airmail, postage prepaid, to Borrower at the address set forth in Section 7.2, above. The parties agree that a final judgment in any such action or proceeding, including, without limitation, the confirmation of any award rendered in an arbitration proceeding pursuant to any arbitration provisions of this Agreement, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Borrower hereby irrevocably waives any objection it which Borrower now has or may no w hereafter acquire to the laying of venue of any action or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from Agreement or any contemplated transaction other Loan Document in any court of competent jurisdiction in the State of New York, and any objection on the ground that any such action or proceeding has been brought in an inconvenient forum. Nothing contained herein shall be deemed to limit the right or ability of Bank to serve any writs, processes or summonses in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue manner permitted under applicable law or to convenience of forum. Process obtain jurisdiction over Borrower in any Proceeding referred to such other jurisdictions and in the first senten ce of this Section such other manner as may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agreepermitted under applicable law.

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce sentence of this Section may be served on any party anywhere in the world. Venue clauses Any dispute resolution process other than litigation shall have venue in contracts with TIPS members may be determin ed by the partiesCamp County or ▇▇▇▇▇ County Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou you agree to these terms? Yes N/A The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty property rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d and approved. Do you agree to these terms? Yes, I AgreeAgree N/A

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I AgreeAgree NA Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex L oc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? No Please see the attached "Vendor Agreement" and proposed legal exceptions. Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex L oc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes, I Agree

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce sentence of this Section may be served on any party anywhere in the world. Venue clauses Any dispute resolution process other than litigation shall have venue in contracts with TIPS members may be determin ed by the partiesCamp County or ▇▇▇▇▇ County Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou you agree to these terms? Yes NA The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty property rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d and approved. Do you agree to these terms? Yes, I AgreeAgree NA

Jurisdiction and Service of Process. Any Proceeding arising out For purposes of any ----------------------------------- legal action or relating proceeding brought by the Agent or the Lenders with respect to this procurement process Agreement or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp Countyother Loan Document, Texas and each of th e parties the Borrower hereby irrevocably submits to the exclusive personal jurisdiction of said court the federal and state courts sitting in the State of New York and hereby irrevocably designates and appoints, as its authorized agent for service of process in the State of New York, CT Corporation System, whose address is ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other Person as the Borrower shall designate hereafter by written notice given to the Agent. The consent to jurisdiction herein shall not be exclusive. The Agent, the Lenders and the Issuing Banks shall for all purposes automatically, and without any act on their part, be entitled to treat such designee of the Borrower as the authorized agent to receive for and on behalf of the Borrower service of writs, or summons or other legal process in the State of New York, which service shall be deemed effective personal service on the Borrower served when delivered, whether or not such agent gives notice to the Borrower; and delivery of such service to its authorized agent shall be deemed to be made when personally delivered or four (4) Business Days after mailing by registered or certified mail addressed to such authorized agent. The Borrower further irrevocably consents to service of process in any such proceedingaction or proceeding by the mailing of copies thereof by registered or certified mail to the Borrower at the address set forth above, waives such service to become effective four (4) Business Days after such mailing. In the event that, for any objection it may reason, such agent or his or her successors shall no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect longer serve as agent of the Proceeding Borrower to receive service of process in the State of New York, the Borrower shall be heard serve and de termined only advise the Agent thereof so that at all times the Borrower will maintain an agent to receive service of process in any such court, and agrees not to bring any proceeding arising out the State of or relating New York on behalf of the Borrower with respect to this procurement Agreement and all other Loan Documents. In the event that, for any reason, service of legal process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to cannot be made in the first senten ce of this Section manner described above, such service may be served on any party anywhere made in the world. Venue clauses in contracts with TIPS members may be determin ed such manner as permitted by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agreelaw .

Jurisdiction and Service of Process. Any Proceeding Except as otherwise specifically provided in this Agreement, any Seller Transaction Document or any PRGI Transaction Document, any disputes arising out of of, in connection with or relating with respect to this procurement process Agreement, any Seller Transaction Document or any contract issued by TIPS resulting from PRGI Transaction Document, the subject matter hereof and thereof, the performance or nonperformance of any obligation hereunder or thereunder, or any of the transactions contemplated transaction hereby or thereby shall be brought adjudicated in the United States District Court for the Northern District of Georgia, or, if there is not a basis for diversity jurisdiction, in a court of competent civil jurisdiction in Camp County, Texas and each of th e parties any jurisdiction as may be permitted by applicable law. Each party hereto hereby irrevocably submits to the exclusive personal jurisdiction of said court in such courts for the purpose of any such proceedingsuit, waives action, counterclaim, or proceeding arising out of, in connection with or with respect to this Agreement, any objection it may no w Seller Transaction Document or hereafter have to venue any PRGI Transaction Document, the subject matter hereof, the performance or to convenience non-performance of forum, agrees that all claims in respect any obligation hereunder or thereunder or any of the Proceeding shall be heard and de termined only in any such courttransactions contemplated hereby or thereby (collectively, a "Suit"). Each of the parties hereto hereby waives and agrees not to bring assert by way of motion, as a defense or otherwise in any proceeding arising out such Suit, any claim that it is not subject to the jurisdiction of the above courts, that such Suit is brought in an inconvenient forum, or relating that the venue of such Suit is improper; provided, however, that nothing herein shall be construed as a waiver of any right that any party hereto may have to this procurement remove a Suit from a court of sitting in the state of Georgia to the United States District Court for the Northern District of Georgia. Each of PRGI and PRGX hereby agrees that service of all writs, process and summonses in any Suit may be made upon PRGI or PRGX by mail at its address as provided in Section 6.6 hereof. Each Seller and Owner hereby agrees that service of all writs, process and summonses in any Suit may be made upon Representative by mail at its address as provided in Section 6.6 hereof, and each Seller and Owner hereby and pursuant to Section 5.14 hereof irrevocably appoints the Representative its true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summons, and agrees that the failure of the Representative to give any notice of any such service of process to any Seller or Owner shall not impair or affect the validity of such service or of any judgment based thereon. Nothing herein shall in any way be deemed to limit the ability of any party to serve any such writs, process or an y contract resulting from or any contemplated transaction summonses in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed manner permitted by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agreeapplicable law.

Jurisdiction and Service of Process. Any Proceeding arising out For purposes of any legal action or relating proceeding brought by the Agent or the Lenders with respect to this procurement process Agreement or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp Countyother Loan Document, Texas and each of th e parties the Borrower hereby irrevocably submits to the exclusive personal jurisdiction of said court the federal and state courts sitting in the state of New York and hereby irrevocably designates and appoints, as its authorized agent for service of process in the State of New York, CT Corporation System, whose address is [1633 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,] or such other person as the Borrower shall designate hereafter by written notice given to the Agent. The consent to jurisdiction herein shall not be exclusive. The Agent, the Lenders and the Issuing Banks shall for all purposes automatically, and without any act on their part, be entitled to treat such designee of the Borrower as the authorized agent to receive for and on behalf of the Borrower service of writs, or summons or other legal process in the State of New York, which service shall be deemed effective personal service on the Borrower served when delivered, whether or not such agent gives notice to the Borrower; and delivery of such service to its authorized agent shall be deemed to be made when personally delivered or four (4) Business Days after mailing by registered or certified mail addressed to such authorized agent. The Borrower further irrevocably consents to service of process in any such proceedingaction or proceeding by the mailing of copies thereof by registered or certified mail to the Borrower at the address set forth above, waives such service to become effective four (4) Business Days after such mailing. In the event that, for any objection it may reason, such agent or his or her successors shall no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect longer serve as agent of the Proceeding Borrower to receive service of process in the State of New York, the Borrower shall be heard serve and de termined only advise the Agent thereof so that at all times the Borrower will maintain an agent to receive service of process in any such court, and agrees not to bring any proceeding arising out the State of or relating New York on behalf of the Borrower with respect to this procurement Agreement and all other Loan Documents. In the event that, for any reason, service of legal process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to cannot be made in the first senten ce of this Section manner described above, such service may be served on any party anywhere made in the world. Venue clauses in contracts with TIPS members may be determin ed such manner as permitted by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agreelaw.

Jurisdiction and Service of Process. Any Proceeding arising out For purposes of any legal action or relating proceeding brought by the Agent or the Lenders with respect to this procurement process Agreement or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp Countyother Loan Document, Texas and each of th e parties the Borrower hereby irrevocably submits to the exclusive personal jurisdiction of said court the federal and state courts sitting in the state of New York and hereby irrevocably designates and appoints, as its authorized agent for service of process in the State of New York, CT Corporation System, whose address is [1633 Broa▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,] ▇r such other person as the Borrower shall designate hereafter by written notice given to the Agent. The consent to jurisdiction herein shall not be exclusive. The Agent, the Lenders and the Issuing Banks shall for all purposes automatically, and without any act on their part, be entitled to treat such designee of the Borrower as the authorized agent to receive for and on behalf of the Borrower service of writs, or summons or other legal process in the State of New York, which service shall be deemed effective personal service on the Borrower served when delivered, whether or not such agent gives notice to the Borrower; and delivery of such service to its authorized agent shall be deemed to be made when personally delivered or four (4) Business Days after mailing by registered or certified mail addressed to such authorized agent. The Borrower further irrevocably consents to service of process in any such proceedingaction or proceeding by the mailing of copies thereof by registered or certified mail to the Borrower at the address set forth above, waives such service to become effective four (4) Business Days after such mailing. In the event that, for any objection it may reason, such agent or his or her successors shall no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect longer serve as agent of the Proceeding Borrower to receive service of process in the State of New York, the Borrower shall be heard serve and de termined only advise the Agent thereof so that at all times the Borrower will maintain an agent to receive service of process in any such court, and agrees not to bring any proceeding arising out the State of or relating New York on behalf of the Borrower with respect to this procurement Agreement and all other Loan Documents. In the event that, for any reason, service of legal process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to cannot be made in the first senten ce of this Section manner described above, such service may be served on any party anywhere made in the world. Venue clauses in contracts with TIPS members may be determin ed such manner as permitted by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agreelaw.

Jurisdiction and Service of Process. Any Proceeding arising out ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. Pledgor hereby agrees that service of or relating to this procurement all process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only proceeding in any such courtcourt may be made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 18, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action against Pledgor in any such court and agrees not to bring any proceeding arising out of or relating be otherwise effective and binding service in every respect. Nothing herein shall affect the right to this procurement serve process or an y contract resulting from or any contemplated transaction in any other courtmanner permitted by law or shall limit the right of Secured Party to bring proceedings against Pledgor in the courts of any other jurisdiction. WAIVER OF JURY TRIAL. PLEDGOR AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The parties agree that either or both of them may file a co py scope of this paragraph with any court as written evidence waiver is intended to be all-encompassing of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims disputes that may be filed in any court and judgments involving infringement that relate to the subject matter of patentthis transaction, copyrightincluding without limitation contract claims, trade secretstort claims, trade or service marksbreach of duty claims, and any all other intellectual common law and statutory claims. Pledgor and Secured Party each acknowledge that this waiver is a material inducement for Pledgor and Secured Party to enter into a business relationship, that Pledgor and Secured Party have already relied on this waiver in entering into this Agreement and that each will continue to rely on this waiver in their related future dealings. Pledgor and Secured Party further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. COUNTERPARTS. This Agreement may be executed in one or intangible prop erty rights attributed more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to or claims based on a single counterpart so that all signature pages are physically attached to the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agreesame document.

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce sentence of this Section may be served on any party anywhere in the world. Venue clauses Any dispute resolution process other than litigation shall have venue in contracts with TIPS members may be determin ed by the partiesCamp County or ▇▇▇▇▇ County Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou you agree to these terms? Yes N / A The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty property rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d and approved. Do you agree to these terms? Yes, I AgreeAgree N / A

Jurisdiction and Service of Process. Any Proceeding arising out suit, action or proceeding against any of or relating the parties hereto with respect to this procurement process Lease or any contract issued judgment entered by TIPS resulting from or any contemplated transaction shall court in respect thereof during the pendency of the Chapter 11 Cases must be brought in a court of competent jurisdiction in Camp County, Texas the Bankruptcy Court and each of th e parties irrevocably party hereto submits to the exclusive jurisdiction of said such court for the purposes of any such suit, action or proceedings. Otherwise, such any suit, action or proceeding may be brought in the Supreme Court of the State of New York, County of New York or the United States District Court for the Southern District of New York, and each party hereto submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Lessee hereby agrees that service of all writs, process and summonses in any such proceedingsuit, action or proceeding brought in such courts may be made upon the Process Agent, and the Lessee hereby irrevocably appoints the Process Agent as its true and lawful attorney-in-fact in its name, place and stead (as well as that of its respective successors and assigns) to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or of any judgment based thereon. Each of the Lessee and the Lessor further agrees (to the extent permitted by Applicable Laws) that a final judgment against it in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, a certified or true copy of which final judgment shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of the Lessee or the Lessor, as the case may be, therein described. The Lessee agrees that (x) the sole responsibilities of the Process Agent shall be (i) to receive such process, (ii) to send a copy of any such process so received to the Lessee, as applicable by airmail, or overnight courier at its address set forth in Section 18, or at the last address filed in writing by it with the Process Agent and (iii) to give prompt facsimile notice of receipt thereof to the Lessee, at such address and (y) the Process Agent shall have no responsibility for the receipt or nonreceipt by the Lessee of such process. The Lessee hereby agrees to pay to the Process Agent such compensation as shall be agreed upon from time to time by it and the Process Agent for the Process Agents’ services hereunder. The Lessee hereby agrees that its submission to jurisdiction and its designation of the Process Agent is made for the express benefit of the Lessor and its respective successors, subrogees and assigns. The Lessee agrees that it will at all times continuously maintain a process agent to receive service of process in the City, County and State of New York on behalf of itself and its properties with respect to this Lease and shall give each party hereto written notice prior to any change of address for such agent, and in the event that, for any reason, the process agent named pursuant to this Section 19(b) shall no longer serve as process agent to receive service of process on the Lessee’s behalf, the Lessee shall promptly appoint a successor Process Agent. The Lessee hereby irrevocably further consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by any party hereto by registered or certified mail, postage prepaid, to it at its address specified in Section 18 hereto. Nothing in this Section 19(b) shall affect the right of any party hereto to serve legal process in any other manner permitted by law or affect the right of such party or its successors, subrogees or assigns to bring any action or proceeding against the Lessee or the Lessor or any of their respective property in the courts of other jurisdictions. Each party hereto hereby irrevocably waives any objection that it may no w now or hereafter have to the laying of venue of any suit, action or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction Lease brought in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowingaforesaid courts in New York and hereby further irrevocably waives any claim that any such suit, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue action or to convenience of proceeding has been brought in an inconvenient forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I Agree.

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these terms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d approved. Do you agree to these terms? Yes, I AgreeAgree non applicable Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex L oc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any o contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined only in det any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y contract resulting any from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py of this paragraph cop with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s irrevocably to parties waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce of this Section sentenc may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determin ed by the parties. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou agree to these termsyo ms? Yes The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents , representatives, contractorsntractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets▇▇▇▇ ecrets, trade or service marks, and any other intellectual or intangible prop erty property rights attributed to or claims based on the Vendor's proposal o ▇▇▇ or Vendor’s performance of contracts awarded an d and approved. Do you agree to these terms? Yes, I Agree

Jurisdiction and Service of Process. Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of th e the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may no w now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and de termined determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or an y any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a co py copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the partie s parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first senten ce sentence of this Section may be served on any party anywhere in the world. Venue clauses Any dispute resolution process other than litigation shall have venue in contracts with TIPS members may be determin ed by the partiesCamp County or ▇▇▇▇▇ County Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do y ou you agree to these terms? Yes See uploaded Vendor Agreement Redlines The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible prop erty property rights attributed to or claims based on the Vendor's proposal or Vendor’s performance of contracts awarded an d and approved. Do you agree to these terms? Yes, I AgreeAgree See uploaded Vendor Agreement Redlines