Subject to Section 3.7 , each party to this Agreement, by its execution hereof, hereby irrevocably: (i) submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware or, if but only if such Court declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, for the purpose of litigating any action, proceeding or suit (at law or in equity, in contract, tort or otherwise) arising out of or in connection with this Agreement or the subject matter hereof, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, proceeding or suit, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action, proceeding or suit brought in one of the above-named courts is improperly venued, or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court, (iii) agrees not to commence any such action, proceeding or suit other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, proceeding or suit to any court other than (subject to clause (i) above) one of the above-named courts whether on the grounds of inconvenient forum or otherwise, or to seek to stay or dismiss any such action, proceeding or suit in favor of any proceeding in any other forum and (iv) consents to service of process in any such action, proceeding or suit in any manner permitted by applicable law, or by delivery to it by an overnight courier service recognized in the United States and guaranteeing overnight delivery at its address specified pursuant to Section 15.5 , and agrees that such service of process in any such action, proceeding or suit shall be good and sufficient. Notwithstanding the foregoing, a party may commence an action, proceeding or suit in any jurisdiction to enforce an order or judgment of one of the above-named courts.