12.4 GOVERNING LAW, ETC. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Each party irrevocably agrees, for the exclusive benefit of the others, that the United States District Court for the District of Delaware, the Chancery Court of the State of Delaware, the Superior Court of the State of Delaware or the Supreme Court of the State of Delaware (the state courts) shall have jurisdiction to rule and rule or settle any disputes that may arise out of or relate to this Agreement, and that, therefore, all remedies, appeals or proceedings arising out of or related to this Agreement may be brought before elected courts. 1.27. Representatives. .