Common use of Submission to Jurisdiction; Consent to Service of Process Clause in Contracts

Submission to Jurisdiction; Consent to Service of Process. (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. 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 hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The Subject to Section 32 hereof, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 32 hereof, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. 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 hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.1011.1.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 16(i) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 16(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in or used pursuant to Section 16(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 16(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 16(j) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 16(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 16(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 16(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 16(i) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 16(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 16(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 16(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 13(j) The above, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 13(i) above, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 13(g) of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 13(j) shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 14(j) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 14(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 14(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 14(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Sections 15(h) The parties and 15(i) above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 15(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 15(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 15(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 15(j) The above, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 15(i) above, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 13(g) of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 15(j) shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the State of New York over York, Borough of Manhattan in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 15(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 15(i) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 8(i) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 8(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 8(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 8(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The Subject to Section 32 hereof, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 32 hereof, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given 19 written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each . [The remainder of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.page intentionally left blank] 20

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 14(i) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 14(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 14(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 14(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties Each party hereto hereby irrevocably submit and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any federal or state court located within the state of New York over State court, or Federal court of the United States of America, sitting in New York and any dispute appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement the Ancillary Agreements delivered in connection therewith or any of the transactions contemplated hereby thereby or for recognition or enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts; (b) agrees that all claims any claim in respect of any such dispute action or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waiveNew York State court or, to the extent permitted by law, in such Federal court; (c) waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection which they it may now or hereafter have to the laying of venue of any such dispute brought action or proceeding in any such court New York State or any Federal court; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum for to the maintenance of such disputeaction or proceeding in any such New York State or Federal court. Each of the parties party hereto agrees that this Agreement involves at least $250,000. Each party hereto agrees that a final judgment in any such dispute action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) . Each of the parties party hereto hereby irrevocably consents to service of process being served by in the manner provided for notices in Section 14.11. Nothing in this Agreement will affect the right of any party hereto to this Agreement serve process in any suit, action or proceeding other manner permitted by the mailing of a copy thereof in accordance with the provisions of Section 10.10law.

Submission to Jurisdiction; Consent to Service of Process. (a) 23.1.1 The parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state State of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party Party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties 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 Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) 23.1.2 Each of the parties Parties hereto hereby consents to process being served by any party Party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.1019. 23.1.3 This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the United States District Court for the District of Massachusetts or, if such court will not accept jurisdiction, any federal or state court located within of competent civil jurisdiction sitting in Suffolk County in the state Commonwealth of New York Massachusetts over any dispute legal action or proceeding arising out of or relating to this Agreement, matters arising out of or relating to this Agreement or and any of the transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of such dispute legal action or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, waive any objection which they may now or hereafter have to the laying of venue of any such dispute legal action or proceeding brought in such court or any defense of claim that such legal action or proceeding brought in such court has been brought in an inconvenient forum for the maintenance of such disputeforum. Each of the parties hereto agrees that a judgment in any such dispute legal action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. (b) Each of the parties hereto hereby irrevocably consents to process being served by any party to this Agreement in any suit, legal action or proceeding by the mailing delivery of a copy thereof in accordance with the provisions of Section 10.106.02.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state State of New York Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding or Proceeding related thereto may shall be heard and determined solely in such courts. 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 hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding Proceeding by the mailing delivery of a copy thereof in accordance with the provisions of Section 10.1014.3. (c) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 16(i) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 16(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 16(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 13(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 13(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 16(j) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts sitting in the City of New York over York, Borough of Manhattan in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 16(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 16(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 16(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 13(i) The above, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 13(i) above, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 13(g) of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 13(j) shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties hereto hereby irrevocably submit Any Action with respect to the non-exclusive jurisdiction of this Agreement, any federal or state court located within the state of New York over any dispute matter arising out of or relating to in connection with this Agreement shall be brought exclusively in the state or any federal courts sitting in the state of the transactions contemplated hereby Delaware. By execution and delivery of this Agreement, each party hereto hereby irrevocably agrees that all claims accepts for itself and in respect of such dispute or any suitparty’s property, action proceeding related thereto may be heard generally and determined in such courtsunconditionally, the sole and exclusive jurisdiction of the aforesaid courts and appellate courts thereof. The parties Each party hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, and unconditionally waives any objection which they such party may now or hereafter have to the laying of venue of any such dispute of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees, to the extent permitted by applicable law, not to plead or claim in any such court or that any defense such Action brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of inconvenient forum for any party hereto to serve process in any other manner permitted by law. Notwithstanding anything in this Section 8(a) to the maintenance of such dispute. Each of the parties hereto contrary, each party agrees that a final judgment in any such dispute Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. . For purposes of this Section 8, “Action” shall mean any pending action (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement at law or in any equity), suit, action arbitration, or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10proceeding.

Submission to Jurisdiction; Consent to Service of Process. (a) The Subject to Section 32 hereof, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 32 hereof, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 22 of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 33 shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each . [The remainder of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.page intentionally left blank] 19

Submission to Jurisdiction; Consent to Service of Process. (a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state State of New York Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may shall be heard and determined solely in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, 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 hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing delivery of a copy thereof in accordance with the provisions of Section 10.1010.5. (c) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 15(j) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 15(i) above, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 15(g) of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 15(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 15(i) The above, the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The Subject to Section 13(i) above, 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 The parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the party’s address set forth in Section 13(g) of this Agreement or to such other address to which the party shall have given written notice to the other party. The parties agree that such service shall be deemed in every respect effective service of process upon such party in any such action, suit or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Nothing in this Section 13(j) shall affect the right of the parties hereto agrees that a judgment to serve process in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (a) The parties Subject to Section 11.5, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 11.5, the Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, 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 The Parties agree that process may be served in any action, suit or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 11.11 of this Agreement or to such other address to which the parties hereto agrees Party shall have given written notice to the other Party. The Parties agree that a judgment such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit or proceeding and shall, to the fullest extent permitted by Law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 11.6 shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by lawLaw. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.

Submission to Jurisdiction; Consent to Service of Process. (aSubject to Section 16(i) The parties above, the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within and consent to service of process and venue in the state and federal courts in the County of New York, State of New York over in any dispute dispute, claim, controversy, action, suit or proceeding between the Parties arising out of or relating to this Agreement which are permitted to be filed or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courtscourt. The parties Subject to Section 16(i) above, 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 For purposes of this Section and Section 16(i) above, the parties hereto agrees Parties agree that a judgment process may be served in any action, suit, arbitration or proceeding by mailing copies thereof by registered or certified mail (or its equivalent) postage prepaid, to the Party’s address set forth in Section 16(g) of this Agreement or to such other address to which the Party shall have given written notice to the other Party. The Parties agree that such service shall be deemed in every respect effective service of process upon such Party in any such dispute may action, suit, arbitration or proceeding and shall, to the fullest extent permitted by law, be enforced taken and held to be valid personal service upon and personal delivery to such Party. Nothing in other jurisdictions by suit on this Section 16(j) shall affect the judgment or right of the Parties to serve process in any other manner provided permitted by law. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.10.