This Agreement is made under, and shall be governed, construed and interpreted by, and in accordance with, the laws of the State of Delaware. The Parties hereto agree that any litigation concerning the subject matter of this Agreement shall be exclusively litigated in applicable Delaware federal or state courts of competent and proper jurisdiction and venue. The Parties agree to submit to such exclusive jurisdiction and venue for all purposes hereunder. Notwithstanding the foregoing, Sellers’ Representative may enforce this Agreement in any jurisdiction in which any Party threatens to breach or is in breach of this Agreement.