This Settlement Agreement and the rights and obligations of the Parties under this Settlement Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its choice-of-law or conflicts-of-law principles that might otherwise refer construction or interpretation of this Settlement Agreement to the substantive law of another jurisdiction. The Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of Delaware for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Settlement Agreement and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts.