All actions or proceedings that, directly or indirectly, arise out of or relate to this Agreement shall be heard and determined exclusively in the State and Federal Courts in the County of Los Angeles in the State of California (such courts, " California Courts "). Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth in Section 7.12 shall be effective service of process for any action or proceeding in the California Courts with respect to any matters to which it has submitted to jurisdiction in this Section 7.3 . Consistent with the foregoing in this Section 7.3 , each of the Parties hereby (a) submits to the exclusive jurisdiction of the California Courts for the purpose of any action or proceeding brought by any Party that, directly or indirectly, arises out of or relates to this Agreement; (b) irrevocably waives and releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such action or proceeding, any claim that (i) such action or proceeding is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii) its property is exempt or immune from attachment or execution in the State of California; (iii) such action or proceeding is brought in an inconvenient forum; (iv) that the venue of such action or proceeding is improper; or (v) this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such action or proceeding to a court other than any of the above-named courts.