This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied.  Any dispute or controversy arising from this Agreement shall be adjudicated in the Delaware Court of Chancery or, if such court does not have jurisdiction, any Delaware state court or United States federal court sitting in the State of Delaware, and any appellate court from any thereof, and the parties irrevocably submit to the jurisdiction of such courts in respect of any such action or proceeding.