The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement. Notwithstanding the foregoing, Indemnitee or a Third Party Beneficiary, at Indemnitee or such Third Party Beneficiary’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee or a Third Party Beneficiary’s right to seek any such adjudication or award in arbitration.