Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement, the Security Documents and the Secured Documents, or the transactions contemplated hereby or thereby. The Company and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Guarantor hereby irrevocably designates and appoints C T Corporation System (“CTC”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CTC (or any successor) at its office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) shall be deemed in every respect effective service of process upon the Company and, if applicable, such Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or such Guarantor. Such designation and appointment shall be irrevocable. Nothing in this Section 7.15 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Guarantor in the courts of any jurisdiction or jurisdictions. As long as this Agreement remains in effect, the Company and the Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement, the Secured Documents or any of the Security Documents. The Company and each Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CTC in full force and effect so long as this Agreement remains in effect; provided that the Company may and shall (to the extent CTC ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 7.15 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 7.15. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Secured Party, the Collateral Agent shall deliver such information to such Secured Party. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Secured Documents and the Security Documents, as applicable, to the extent permitted by law and any right to which it may be entitled on account of place of residence or domicile. Each of the Company and the Guarantors will agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which such Person is subject by a suit upon such judgment, provided, that service of process is effected upon such Person in the manner specified in the third sentence of this paragraph or as otherwise permitted by applicable law.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Trico Marine Services Inc)
Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement, the Security Documents and the Secured Documents, or the transactions contemplated hereby or thereby. The Company and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Guarantor hereby irrevocably designates and appoints C T the Corporation System Service Company (“CTCCSC”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CTC CSC (or any successor) at its office at 000 Xxxxxx Xxxxxx1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the Corporation Service Company, 1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, shall be deemed in every respect effective service of process upon the Company and, if applicable, such Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or such Guarantor. Such designation and appointment shall be irrevocable. Nothing in this Section 7.15 7.13 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Guarantor in the courts of any jurisdiction or jurisdictions. As long as this Agreement remains in effect, the Company and the Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement, the Secured Documents or any of the Security Documents. The Company and each Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CTC CSC in full force and effect so long as this Agreement remains in effect; provided that the Company may and shall (to the extent CTC CSC ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 7.15 7.13 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 7.157.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Secured Secu red Party, the Collateral Agent shall deliver such information to such Secured Party. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Secured Documents and the Security Documents, as applicable, to the extent permitted by law and any right to which it may be entitled on account of place of residence or domicile. Each of the Company and the Guarantors will agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which such Person is subject by a suit upon such judgment, provided, that service of process is effected upon such Person in the manner specified in the third sentence of this paragraph or as otherwise permitted by applicable law.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Trico Marine Services Inc)
Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each Guarantor Subsidiary Party hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement, the Security Documents Agreement and the Secured Transaction Documents, or the transactions contemplated hereby or thereby. The Company and each Guarantor Subsidiary Party irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Guarantor Subsidiary Party hereby irrevocably designates and appoints C T the Corporation System Service Company (“CTCCSC”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CTC CSC (or any successor) at its office at 000 Xxxxxx Xxxxxx1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the Corporation Service Company, 1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, shall be deemed in every respect effective service of process upon the Company and, if applicable, such Guarantor Subsidiary Party in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or such GuarantorSubsidiary Party. Such designation and appointment shall be irrevocable. Nothing in this Section 7.15 7.13 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Guarantor Subsidiary Party in the courts of any jurisdiction or jurisdictions. As long as this Agreement remains in effect, the Company and the Guarantors Subsidiary Parties will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement, the Secured Documents Agreement or any of the Security Transaction Documents. The Company and each Guarantor Subsidiary Party further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CTC CSC in full force and effect so long as this Agreement remains in effect; provided that the Company may and shall (to the extent CTC CSC ceases to be able to be served on the basis contemplated herein), by written notice to the TrusteeTrustees, designate such additional or alternative agent for service of process under this Section 7.15 7.13 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 7.157.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan0000-0000-0000 v13 38 AGENT FOR PROCESS IN THE BOROUGH OF MANHATTAN, The City of New YorkTHE CITY OF NEW YORK, State of New YorkSTATE OF NEW YORK. Upon the request of any Secured Party, the Collateral Agent shall deliver such information to such Secured Party. To the extent that the Company or any Guarantor Subsidiary Party has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Guarantor Subsidiary Party hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Secured Documents Agreement and the Security Transaction Documents, as applicable, to the extent permitted by law and any right to which it may be entitled on account of place of residence or domicile. Each of the Company and the Guarantors Subsidiary Parties will agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which such Person is subject by a suit upon such judgment, provided, that service of process is effected upon such Person in the manner specified in the third sentence of this paragraph or as otherwise permitted by applicable law.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (CBL & Associates Limited Partnership)
Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each Subsidiary Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement, the Security Documents and the Secured 0000-0000-0000 v10 JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE Transaction Documents, or the transactions contemplated hereby or thereby. The Company and each Subsidiary Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Subsidiary Guarantor hereby irrevocably designates and appoints C T the [Corporation System Service Company (“CTCCSC”) )] as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CTC [CSC] (or any successor) at its office at 000 Xxxxxx Xxxxxx[1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 00000] (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the [Corporation Service Company, 1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000], shall be deemed in every respect effective service of process upon the Company and, if applicable, such Subsidiary Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or such Subsidiary Guarantor. Such designation and appointment shall be irrevocable. Nothing in this Section 7.15 7.13 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Subsidiary Guarantor in the courts of any jurisdiction or jurisdictions. As long as this Agreement remains in effect, the Company and the Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement, the Secured Documents Agreement or any of the Security Transaction Documents. The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CTC [CSC] in full force and effect so long as this Agreement remains in effect; provided that the Company may and shall (to the extent CTC [CSC] ceases to be able to be served on the basis contemplated herein), by written notice to the TrusteeTrustees, designate such additional or alternative agent for service of process under this Section 7.15 7.13 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 7.157.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Secured Party, the Collateral Agent shall deliver such information to such Secured Party. To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Subsidiary Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Secured Documents Agreement and the Security Transaction Documents, as applicable, to the extent permitted by law and any right to which it may be entitled on account of place of residence or domicile. Each of the Company and the Subsidiary Guarantors will agree that final judgment in any such suit, action or proceeding brought in such 0000-0000-0000 v10 IN SUCH court shall be conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which such Person is subject by a suit upon such judgment, provided, that service of process is effected upon such Person in the manner specified in the third sentence of this paragraph or as otherwise permitted by applicable law.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (CBL & Associates Limited Partnership)
Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this AgreementIndenture, the Notes, the Note Guarantees or the Security Documents and the Secured Documents, or the transactions contemplated hereby or thereby. The Company and each Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Guarantor hereby irrevocably designates and appoints C T the Corporation System Service Company (“CTCCSC”) as such Person’s authorized agent to receive 147 and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CTC CSC (or any successor) at its office at 000 Xxxxxx Xxxxxx1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the Corporation Service Company, 1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, shall be deemed in every respect effective service of process upon the Company and, if applicable, such Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or such Guarantor. Such designation and appointment shall be irrevocable. Nothing in this Section 7.15 13.19 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Guarantor in the courts of any jurisdiction or jurisdictions. As long as this Agreement remains in effectany of the Notes remain outstanding, the Company and the Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement, the Secured Documents Indenture or any of the Security DocumentsNote or Note Guarantee. The Company and each Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CTC CSC in full force and effect so long as this Agreement remains in effectIndenture or any of the Notes shall be outstanding; provided that the Company may and shall (to the extent CTC CSC ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 7.15 13.19 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 7.1513.19. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Secured PartyHolder, the Collateral Agent Trustee shall deliver such information to such Secured PartyHolder. To the extent that the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this AgreementIndenture, the Secured Documents Notes and the Guarantees and the Security Documents, as applicable, to the extent permitted by law and any right to which it may be entitled on account of place of residence or domicile. Each of the Company and the Guarantors will agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which such Person is subject by a suit upon such judgment, provided, that service of process is effected upon such Person in the manner specified in the third sentence of this paragraph or as otherwise permitted by applicable law.Applicable Law. 148 In Witness Whereof, the parties have caused this Indenture to be duly executed as of the date first written above. Trico Shipping AS By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director GUARANTORS Trico Supply AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board Trico Marine Services, Inc. By /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Chief Executive Officer Trico Marine Cayman, L.P. By Trico Holdco LLC, General Partner By /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: President Trico Holdco LLC By /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: President Deep Ocean Shipping AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board DeepOcean Shipping II AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board DeepOcean Shipping III AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board Trico Subsea AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board Trico Subsea Holding AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board DeepOcean AS By /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Chairman of the Board DeepOcean Brasil Servicos LTDA. By /s/ Per Thuestad Name: Per Thuestad Title: Director DeepOcean Maritime AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board DeepOcean Subsea Services Limited By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director DeepOcean UK LTD. By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director DeepOcean B.V. By /s/ Mads Bardsen Name: Mads Bardsen Title: Director DeepOcean Management AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board DeepOcean de Mexico S. de X.X. de C.V. By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Manager Trico Supply (UK) Limited By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director Albyn Marine Limited By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director Servicios Profesionales de Apoyo Especializado, S. de X.X. de C.V. By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Manager Servicios de Soporte Profesional Administrativo, S. de X.X. de C.V. By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Manager CTC Marine Projects Limited By /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer CTC Marine Norway AS By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman of the Board CTC Marine Projects (Guernsey) Limited By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Director Xxxxx Fargo Bank, N.A., as Trustee By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President Signature Page to Indenture RULE 144A/REGULATION S APPENDIX PROVISIONS RELATING TO INITIAL NOTES AND EXCHANGE NOTES
Appears in 1 contract
Agent for Service; Consent to Jurisdiction; Waiver of Immunities. The Company and each Subsidiary Guarantor hereby irrevocably submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement, the Security Documents Agreement and the Secured Transaction Documents, or the transactions contemplated hereby or thereby. The Company and each Subsidiary Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumCLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The Company THE COMPANY and each Subsidiary Guarantor hereby irrevocably designates and appoints C T the [Corporation System Service Company (“CTCCSC”) )] as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon CTC [CSC] (or any successor) at its office at 000 Xxxxxx Xxxxxx[1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 00000] (or such other address in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the [Corporation Service Company, 1180 Avenue of the Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000], shall be deemed in every respect effective service of process upon the Company and, if applicable, such Subsidiary Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company or such Subsidiary Guarantor. Such designation and appointment shall be irrevocable. Nothing in this Section 7.15 7.13 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Subsidiary Guarantor in the courts of any jurisdiction or jurisdictions. As long as this Agreement remains in effect, the Company and the Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Agreement, the Secured Documents Agreement or any of the Security Transaction Documents. The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CTC [CSC] in full force and effect so long as this Agreement remains in effect; provided that the Company may and shall (to the extent CTC [CSC] ceases to be able to be served on the basis contemplated herein), by written notice to the TrusteeTrustees, designate such additional or alternative agent for service of process under this Section 7.15 7.13 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 7.157.13. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Secured Party, the Collateral Agent shall deliver such information to such Secured Party. To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Subsidiary Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Secured Documents Agreement and the Security Transaction Documents, as applicable, to the extent permitted by law and any right to which it may be entitled on account of place of residence or domicile. Each of the Company and the Subsidiary Guarantors will agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding on such Person and may be enforced in any court to the jurisdiction of which such Person is subject by a suit upon such judgment, provided, that service of process is effected upon such Person in the manner specified in the third sentence of this paragraph or as otherwise permitted by applicable law.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (CBL & Associates Limited Partnership)
