Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Oregon, the courts of the State of Oregon sitting in Multnomah County, Oregon, the United States District Court for the Southern District of Texas, and the courts of the State of Texas sitting in Harris County, Texas, and the appropriate appeals courts therefrom (collectively the “ Approved Courts ”), for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby; provided , however , that (i) if Seller desires to file any such suit, action or other proceeding against Buyer, then Seller shall only do so in the United States District Court for the Southern District of Texas or the courts of the State of Texas sitting in Harris County, Texas, and (ii) if Buyer desires to file any such suit, action or other proceeding against Seller, then Buyer shall only do so in the United States District Court for the District of Oregon or the courts of the State of Oregon sitting in Multnomah County, Oregon. Subject to the preceding sentence, each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Approved Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party’s respective address set forth in Section 11.1 shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.