The validity and construction of this Agreement or any of its provisions shall be determined under the internal laws of the State of New York, without giving effect to its conflicts of laws provisions, and without regard to its place of execution or its place of performance. The parties irrevocably consent and agree to the exclusive jurisdiction of the applicable Federal and State courts located in the City of New York in the State of New York, and to service of process for it and on its behalf by certified mail, for resolution of all matters involving this Agreement or the transactions contemplated hereby. Each party waives all rights to a trial by jury in any suit, action or proceeding hereunder. In the event of any litigation between the parties hereto respecting or arising out of this Agreement, the prevailing party will be entitled to recover reasonable legal fees and costs, whether or not such litigation proceeds to final judgment or determination, as determined by the judge of the court or arbitrator.