Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 7 contracts
Samples: Underwriting Agreement (Rogers Communications Inc), Underwriting Agreement (Rogers Communications Inc), Underwriting Agreement (Rogers Communications Inc)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (and any successor entity) (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity)00000, as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Agreement, the Securities or the this Indenture that may be instituted in any federal or state court in the State of New York York, Borough of Manhattan, or brought under federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Senior Vice President, Finance and Chief Financial Officer at its principal office in accordance Toronto, Canada, with copies to Xxxxxx Communications Inc., in each case as specified in Section 14), 106(b) hereof) shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and the Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsSecurities, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 3 contracts
Samples: Indenture (Rogers Communications Inc), Indenture (Rogers Communications Inc), Indenture (Rogers Communications Inc)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the each Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrumentinstruments, irrevocably designate designated and appoint CT Corporation System (“appointed CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT Corporation”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture that may be instituted in any federal or state court in the Borough of Manhattan, City of New York, State of New York or brought under foreign, federal or state securities laws, and represents and warrants that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the or such Guarantor (mailed or delivered in accordance with Section 14), 13.02 shall be deemed in every respect effective service of process upon the Company or the such Guarantor, as applicablethe case may be, in any such suit or proceeding. The Each of the Company and the each Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so for as long as any of the Securities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Company or any Guarantor may, and to the extent CT Corporation ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 13.07 that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York, and (ii) is either (x) United States counsel for the Company or any Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall be outstandingidentify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that the Company or the any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company or such Guarantor owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Indenture or any of the Securities or actions to enforce judgments in respect of any thereof, it each of the Company or such Guarantor, as the case may be, hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 3 contracts
Samples: Indenture (Asap Software Express Inc), Indenture (Asap Software Express Inc), Indenture (Buhrmann Nederland B.V.)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”)System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Guarantee or this Agreement, the Securities or the Indenture (but for that purpose only) that may be instituted in any U.S. federal or state court located in the State Borough of Manhattan in The City of New York York, or brought under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court courts in any such suit suit, action or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Chief Financial Officer at its principal office in accordance with Toronto, Ontario as specified in Section 1413.01 hereof), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and Notwithstanding the foregoing, the Guarantor reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor authorized agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior authorized agent shall terminate. The Guarantor shall give notice to the Trustee and all Holders of the designation by them of a successor authorized agent. If for any reason the authorized agent ceases to be able to act as the authorized agent or to have an address in the Borough of Manhattan, The City of New York, the Guarantor will designate a successor authorized agent in accordance with the preceding sentence. The Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that the Company Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it each of the Issuer and the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the above-referenced documentsNotes and the Guarantee, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 2 contracts
Samples: Indenture (Norbord Inc.), Indenture
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Issuer and each of the Company and the Guarantor Guarantors (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint CT appointed The Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Trust Company (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and acknowledges that The Corporation Trust Company has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit or proceeding proceeding, and (iii) agrees that service of process upon CT The Corporation (or any successor) Trust Company and written notice of said service to the Company Issuer and the Guarantor (mailed or delivered in accordance with Section 14), Guarantors shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company Issuer and each of the Guarantor Guarantors further agree agrees 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 CT The Corporation (or any successor) Trust Company in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company Issuer or any of the Guarantor has or hereafter Guarantors may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documentsthis Agreement, to the fullest extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 2 contracts
Samples: Registration Rights Agreement (Regal Entertainment Group), Registration Rights Agreement (Regal Entertainment Group)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity) ("CT Corporation"), 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its authorized agent upon which process may be served in any suit authorxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx, action or proceeding arising out of or relating to this Agreement, the Securities or the this Indenture that may be instituted in any federal or state court in the State of New York York, Borough of Manhattan, or brought under federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Senior Vice President, Finance and Chief Financial Officer at its principal office in accordance Toronto, Canada, with copies to Rogers Communications Inc., in each case as specified in Section 14), 106(b) xxxxof) shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and the Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsSecurities, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Samples: Indenture (Rogers Wireless Inc)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the each Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrumentinstruments, irrevocably designate designated and appoint CT Corporation System (“appointed CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“CT Corporation”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture that may be instituted in any federal or state court in the Borough of Manhattan, City of New York, State of New York or brought under foreign, federal or state securities laws, and represents and warrants that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the or such Guarantor (mailed or delivered in accordance with Section 14), 13.02 shall be deemed in every respect effective service of process upon the Company or the such Guarantor, as applicablethe case may be, in any such suit or proceeding. The Each of the Company and the each Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so for as long as any of the Securities remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Company or any Guarantor may, and to the extent CT Corporation ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 13.07 that
(i) maintains an office located in the Borough of Manhattan, City of New York, State of New York, and (ii) is either (x) United States counsel for the Company or any Guarantor or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall be outstandingidentify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that the Company or the any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the Company or such Guarantor owns or leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands 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 propertyproperty and assets or this Indenture or any of the Securities or actions to enforce judgments in respect of any thereof, it each of the Company or such Guarantor, as the case may be, hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Samples: Indenture (Moore Labels Inc)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, each of the Company and the Parent Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), appointed the Company as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreementthe Securities, the Securities Parent Guarantees or the this Indenture that may be instituted in any federal the Federal or state State court in the State Borough of Manhattan, The City of New York or brought under federal Federal or state State securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as a trustee hereunder), and acknowledges that the Company has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) the Company and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Secretary at the address specified in accordance with Section 14), the most recent address furnished in writing to the Trustee expressly for this purpose) shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and the 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Parent Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution execution, or otherwise) with respect to itself or its property, it the Parent Guarantor hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture, the above-referenced documents, Securities and the Parent Guarantees to the fullest extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.SECURITY FORMS
Appears in 1 contract
Samples: Indenture (Aegon Funding Corp)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the each Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and acknowledges that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the each Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the any Guarantor, as applicable, in any such suit or proceeding. The Company and the each Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the any Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. (a) By the execution and delivery of this AgreementIndenture, each for the purposes of this Indenture, the Company and the each Guarantor (i) acknowledges that it will, prior to the Closing Date has irrevocably designated and by separate written instrument, irrevocably designate and appoint appointed CT Corporation System (“CT Corporation”)System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), ) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this AgreementIndenture, the Securities or Notes, the Indenture Guarantees and the Security Documents that may be instituted in any federal Federal or state court in the State of New York York, The City of New York, the Borough of Manhattan or brought under federal Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with this Section 14), 12.14 shall be deemed in every respect effective service of process upon the Company or the any Guarantor, as applicableif any, in any such suit or proceeding. The As expressly contemplated by the previous sentence, the Company and the each Guarantor further agree agrees to take any and all such action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of CT Corporation (or any successor) System in full force and effect so long as this Indenture shall be in full force and effect or any of the Securities Notes shall be outstanding. To the extent ; provided, however, that the Company or any Guarantor may, by written notice to the Guarantor has Trustee, designate such additional or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through alternative agent for service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations process under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination 12.14 that (i) maintains an office located in the Borough of this AgreementManhattan, in whole or in part.The City of New York, the State
Appears in 1 contract
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation System (“CT Corporation”), 000 Xxxxxx 00 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture Indentures that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company Issuer and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive nonexclusive jurisdiction of any such court in any such suit or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said such service to the Company Issuer and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company Issuer and the 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 CT Corporation (or any successor) System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or Issuer and the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documentsthis Agreement, to the fullest extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Samples: Registration Rights Agreement (Anadarko Petroleum Corp)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture Indentures that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company and each of the Company and the Guarantor Non-U.S. Guarantors (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”)System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Agreementthe Notes, the Securities Subsidiary Guarantees or the this Indenture that may be instituted in any U.S. federal or state court located in the State Borough of Manhattan in The City of New York York, or brought under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court courts in any such suit suit, action or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Chief Financial Officer at its principal office in accordance with Vancouver, British Columbia as specified in Section 1412.02 hereof), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and the Guarantor further agree agrees to take any and all action, including the execution and filing of any and all such documents and instruments, 102 as may be necessary to continue such designation and appointment of CT Corporation (or any successor) in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that any of the Company or the Guarantor Guarantors has or hereafter may acquire any immunity from jurisdiction of 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, it each of the Company and the Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Samples: Indenture (Ainsworth Lumber Co LTD)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this AgreementIndenture, the Company and each of the Company and the Guarantor non-U.S. Subsidiary Guarantors (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed FIL (US) Inc., c/o CT Corporation System (“CT Corporation”)System, Xxxxx 000, 000 Xxxxxx Xxxx Xxxxx Xxxxxx, 00xx XxxxxXxxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity)Xxxxxx 00000, as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to this Agreementthe Notes, the Securities Subsidiary Guarantees or the this Indenture that may be instituted in any U.S. federal or state court located in the State Borough of Manhattan in The City of New York York, or brought under federal or state securities lawslaws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that FIL (US) Inc. has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court courts in any such suit suit, action or proceeding proceeding, and (iii) agrees that service of process upon CT Corporation FIL (or any successorUS) Inc. and written notice of said service to the Company and the Guarantor it (mailed or delivered to its Chief Financial Officer at its principal office in accordance with Mississauga, Ontario as specified in Section 1412.02), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company and the Guarantor further agree agrees 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities this Indenture shall be outstandingin full force and effect. To the extent that any of the Company or the Guarantor Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of 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, it each of the Company and the Subsidiary Guarantors hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the above-referenced documentsNotes, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Samples: Indenture (Russel Metals Inc)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and acknowledges that CT Corporation has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Appears in 1 contract
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the The Company and the Subsidiary Guarantors have agreed that any suit, action or proceeding against the Company or any Subsidiary Guarantor (i) acknowledges that it willbrought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes or any Note Guarantee may be instituted in any state or federal court in The City of New York, prior New York. The Company and the Subsidiary Guarantors have irrevocably submitted to the Closing Date jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by separate written instrumentlaw, irrevocably designate trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and appoint any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to which any of them may be entitled, on account of place of residence or domicile. The Company and the Subsidiary Guarantors have appointed CT Corporation System (“CT Corporation”), with offices currently at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity)00000, as its each of their authorized agent upon which whom all writs, process and summonses may be served in any suit suit, action or proceeding arising out of or relating to this Agreement, based upon the Securities Indenture or the Indenture that Notes which may be instituted in any state or federal or state court in the State The City of New York or brought under federal or state securities lawsYork, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, in any such suit or proceeding. The Company and the 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 CT Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstandingNew York. To the extent that any of the Company or and the Guarantor has Subsidiary Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through service of or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself themselves or its any of their property, it hereby the Company and the Subsidiary Guarantors have irrevocably waives waived and agreed not to plead or claim such immunity in respect of its their obligations under the above-referenced documentsIndenture, or the Notes, or any Note Guarantee. The Company will furnish to any Holder upon written request and without charge to the extent permitted by lawHolder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Desarrolladora Homex, S.A.B. de C.V. Gutemberg #219 Colonia Nueva Xxxxxxx Xxxxxx Xxxxxxx, 11590 Mexico City, Mexico To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint agent to transfer this Note on the books of the Company. The provisions agent may substitute another to act for him. Date: Your Signature: Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. The following increases or decreases in this Global Note have been made: If you want to elect to have this Note purchased by the Company pursuant to Section 13 shall survive any termination 3.12 or Section 3.8 of this Agreementthe Indenture, in whole or in part.check either box:
Appears in 1 contract
Samples: Indenture (Homex Development Corp.)
Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, each of the Company and the Guarantor Issuer (i) acknowledges that it willhas, prior to the Closing Date and by separate written instrument, irrevocably designate designated and appoint appointed CT Corporation System (“CT Corporation”), with offices currently at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or the Indenture Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation and (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii) agrees that service of process upon CT Corporation (or any successor) System and written notice of said service to the Company and the Guarantor (mailed or delivered in accordance with Section 14), each Issuer shall be deemed in every respect effective service of process upon the Company or the Guarantor, as applicable, it in any such suit or proceeding. The Company Each of the parties hereto hereby submits to the jurisdiction of the courts specified in the prior sentence and to the Guarantor courts of its own corporate domicile, in respect of actions brought against each such party as a defendant and waives any right to which it may be entitled on account of place of residence or domicile. Each Issuer further agree agrees 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 CT Corporation (or any successor) System in full force and effect so long as any of the Securities shall be outstanding. To the extent that the Company or the Guarantor has or hereafter any Issuer may acquire any immunity from jurisdiction of 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, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documentsthis Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Company and the Guarantors in accordance with its terms. Very truly yours, DESARROLLADORA HOMEX, S.A. de C. V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer PROYECTOS INMOBILIARIOS DE CULIACÁN, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer DESARROLLADORA XX XXXXX DEL NOROESTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXX BETA DEL CENTRO, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXX BETA DEL NORTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer XXXXX BETA DEL NOROESTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer EDIFICACIONES BETA, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer EDIFICACIONES BETA DEL NOROESTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer EDIFICACIONES BETA DEL NORTE, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Financial Officer The provisions foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Purchasers By CREDIT SUISSE FIRST BOSTON LLC By: Name: Title: Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 180 days after the Expiration Date, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Issuers will promptly send additional copies of this Section 13 shall survive Prospectus and any termination amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of this AgreementTransmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, in whole or in partincluding liabilities under the Securities Act.
(1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.
Appears in 1 contract
Samples: Registration Rights Agreement (Homex Development Corp.)