This Agreement shall be governed by governed by the laws of the State of New York, without regard to its conflict of laws principles. Subject to Section 3.06, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of New York, County of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such Persons and waives, and covenants not to assert or plead, any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to Section 3.06, each party agrees not to commence any legal proceedings related hereto except in such courts.