The Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in a state court of the Commonwealth of Pennsylvania, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of such Commonwealth of Pennsylvania state court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in such Commonwealth of Pennsylvania state court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in such Commonwealth of Pennsylvania state court has been brought in an improper or inconvenient forum.