The parties agree that this Agreement will be governed and construed by and in accordance with the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretations and enforcement of this Agreement and the transactions completed hereunder shall be commenced exclusively in the state and Federal courts sitting in New York County. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of the State of New York for the adjudication of any dispute hereunder or in connection herewith.