Common use of Submission to Jurisdiction; Selection of Forum Clause in Contracts

Submission to Jurisdiction; Selection of Forum. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Plan or the Merger exclusively in either (1) the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the Commercial Division of the New York Supreme Court, New York County, or (2) any United States District Court or any Maryland State court sitting in Baltimore, Maryland (the “Chosen Courts”), and solely in connection with claims arising under this Plan or the Merger that are the subject of this Plan (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 8.6 of this Plan.

Submission to Jurisdiction; Selection of Forum. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of Delaware. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Plan Agreement or the Merger transactions contained in or contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in either (1) the United States District Court for the Southern District of New York or, if such court does not have jurisdiction, the Commercial Division of the New York Supreme Court, New York County, or (2) any United States District Court or any Maryland State court sitting in Baltimore, Maryland Delaware (the “"Chosen Courts”), ") and solely in connection with claims arising under this Plan Agreement or the Merger that are the subject of transactions contained in or contemplated by this Plan agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (div) agrees that service of or process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 8.6 0 of this PlanAgreement.