Appointment of Agent for Service of Process. By the execution and delivery of this Indenture, each Guarantor (except for Anheuser-Xxxxx Companies, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising out of or relating to the Securities or the Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon such Guarantor, respectively, in any such legal action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each such Guarantor further 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 such agent or successor.
Appears in 7 contracts
Samples: Indenture (Cobrew SA/NV), Indenture (Brandbev S.a r.l.), Indenture (Anheuser-Busch InBev SA/NV)
Appointment of Agent for Service of Process. By the execution and delivery of this Indenture, each Guarantor (except for Anheuser-Xxxxx Companies, LLC and Anheuser-Xxxxx InBev Worldwide Finance Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising out of or relating to the Securities or the Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon such Guarantor, respectively, in any such legal action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each such Guarantor further 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 such agent or successor.
Appears in 5 contracts
Samples: Indenture (Anheuser-Busch InBev SA/NV), Indenture (Brandbev S.a r.l.), Indenture (Anheuser-Busch InBev SA/NV)
Appointment of Agent for Service of Process. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each Guarantor organized outside of the United States of America (except for Anheuseri) acknowledges that it hereby designates and appoints Corporation Service Company, located at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-Xxxxx Companies0000, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suit, action or proceeding which with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or State state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the City of New YorkTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), arising out of or relating and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the Securities non-exclusive jurisdiction of any such court in any such suit, action or the Guarantees or this Indentureproceeding, but for and (iii) agrees that purpose only. Service service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor, respectively, Guarantor in any such legal suit, action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each each such Guarantor further agrees to take any and all 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 the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any such 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 and (iii) agrees to act as agent for service of process in accordance with this Section 12.17. 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 written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the United States of America appointed and acting in accordance with this Section 12.17.
(b) Each Guarantor organized outside of the United States of America irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or successorproceeding against them by (i) serving a copy thereof upon any of the relevant process agents specified in clause (a) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each such Guarantor, at its address specified in or designated pursuant to this Indenture. Each such Guarantor agrees that the failure of any process agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(c) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law.
(d) The Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York 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.
(e) The provisions of this Section 12.17 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.
Appears in 5 contracts
Samples: Indenture (Carvana Co.), Indenture (Carvana Co.), Indenture (Carvana Co.)
Appointment of Agent for Service of Process. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each Guarantor organized outside of the United States of America (except for Anheuseri) acknowledges that it hereby designates and appoints Corporation Service Company, located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-Xxxxx Companies0000, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suit, action or proceeding which with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or State state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the City of New YorkTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), arising out of or relating and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the Securities non-exclusive jurisdiction of any such court in any such suit, action or the Guarantees or this Indentureproceeding, but for and (iii) agrees that purpose only. Service service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor, respectively, Guarantor in any such legal suit, action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each each such Guarantor further agrees to take any and all 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 the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any such 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 and (iii) agrees to act as agent for service of process in accordance with this Section 13.17. 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 written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the United States of America appointed and acting in accordance with this Section 13.17.
(b) Each Guarantor organized outside of the United States of America irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or successorproceeding against them by (i) serving a copy thereof upon any of the relevant process agents specified in clause (a) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each such Guarantor, at its address specified in or designated pursuant to this Indenture. Each such Guarantor agrees that the failure of any process agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(c) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law.
(d) The Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York 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.
(e) The provisions of this Section 13.17 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.
Appears in 3 contracts
Samples: Indenture (Carvana Co.), Indenture (Carvana Co.), Indenture (Carvana Co.)
Appointment of Agent for Service of Process. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each of the Company, Parent Guarantor and non-U.S. Guarantor (except for Anheuser-Xxxxx Companiesi) acknowledges that it hereby designates and appoints Travelport Inc., LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services300 Xxxxxxxx Xxxxxxx, LLC Xxxxxxx, XX 00000, as its authorized agent upon which process may be served in any legal suit, action or proceeding which with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or State state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the City of New YorkTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), arising out of or relating and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the Securities non-exclusive jurisdiction of any such court in any such suit, action or the Guarantees or this Indentureproceeding, but for and (iii) agrees that purpose only. Service service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, Authorized Agent shall be deemed in every respect effective service of process upon such each of the Company, each Parent Guarantor and non-U.S. Guarantor, respectivelyas the case may be, in any such legal suit, action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent each of the Trustee Company, each Parent Guarantor and such successor’s acceptance of such appointment. Each such non-U.S. Guarantor further agrees agree to take any and all 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 the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each of the Company, each Parent Guarantor and non-U.S. Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee and the Collateral Agent, designate such additional or alternative agents for service of process under this SECTION 13.18 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any of the Company, any Guarantor and Parent 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 and (iii) agrees to act as agent for service of process in accordance with this SECTION 13.18. 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 written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Guarantor appointed and acting in accordance with this SECTION 13.18.
(b) Each of the Company, Parent Guarantor and each Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or successorproceeding against them by (i) serving a copy thereof upon any of the relevant Process Agents specified in clause (a) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each of the Company, Parent Guarantor and each Guarantor, at its address specified in or designated pursuant to this Indenture. Each of the Company, Parent Guarantor and the other Guarantors agrees that the failure of any Process Agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(c) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over any of the Company, Parent Guarantor or Guarantor or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law.
(d) Each of the Company, Parent Guarantor and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York 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.
(e) The provisions of this SECTION 13.18 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.
Appears in 1 contract
Samples: Indenture (Travelport Worldwide LTD)
Appointment of Agent for Service of Process. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each Guarantor organized outside of the United States of America (except for Anheuseri) acknowledges that it hereby designates and appoints Corporation Service Company, located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-Xxxxx Companies0000, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suit, action or proceeding which with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or State state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the City of New YorkTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), arising out of or relating and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the Securities non-exclusive jurisdiction of any such court in any such suit, action or the Guarantees or this Indentureproceeding, but for and (iii) agrees that purpose only. Service service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor, respectively, Guarantor in any such legal suit, action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each each such Guarantor further agrees to take any and all 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 the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any such 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 and (iii) agrees to act as agent for service of process in accordance with this Section 13.17. 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 written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the United States of America appointed and acting in accordance with this Section 13.17.
(b) Each Guarantor organized outside of the United States of America irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or successor.proceeding against them by (i) serving a copy thereof upon any of the relevant process agents specified in clause (a) above, or
Appears in 1 contract
Appointment of Agent for Service of Process. By (a) Each of the execution Guarantors hereby irrevocably designates, appoints, authorizes and delivery of this Indenture, each Guarantor (except for Anheuser-Xxxxx Companies, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC empowers as its agent upon which process for service of process, the Parent Borrower (the “Process Agent”), to accept and acknowledge for and on behalf of such Guarantor service of any and all process, notices or other documents that may be served in any legal suit, action or proceeding which may be instituted relating hereto in any New York State or Federal or State court sitting in the Borough of Manhattan, the City State of New York. Such designation and appointment shall be irrevocable until all Obligations shall have been paid in full in accordance with the provisions thereof. Each of the Guarantors covenants and agrees that it shall take any and all reasonable action, arising out including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.
(b) Each of the Guarantors consents to process being served in any suit, action or relating proceeding of the nature referred to in Section 8.12 by serving a copy thereof upon the Securities or the Guarantees or this Indenture, but for Process Agent. Each Guarantor agrees that purpose only. Service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, (i) shall be deemed in every respect effective service of process upon such Guarantor, respectively, Guarantor in any such legal action or proceedingsuit, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment and (ii) shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such Guarantor.
(c) Nothing in this Indenture until Section shall affect the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each such Guarantor further agrees to take any and all action, including the execution and filing right of any and all such documents and instrumentsparty hereto to serve process in any manner permitted by law, as or limit any right that any party hereto may be necessary have to continue such designation and appointment bring proceedings against any other party hereto in the courts of such agent any jurisdiction or successorto enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Tempur Sealy International, Inc.)
Appointment of Agent for Service of Process. By the execution and delivery of this Indenture, each Guarantor (except for Anheuser-Xxxxx Companies, LLC and Anheuser-Xxxxx InBev Worldwide Finance Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising out of or relating to the Securities or the Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon such Guarantor, respectively, in any such legal action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each such Guarantor further 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 such agent or successor.
Appears in 1 contract
Appointment of Agent for Service of Process. (a) By the execution and delivery of this IndentureIndenture or any amendment or supplement hereto, each Guarantor organized outside of the United States of America (except for Anheuseri) acknowledges that it hereby designates and appoints Corporation Service Company, located at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-Xxxxx Companies0000, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, LLC as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal suit, action or proceeding which with respect to, arising out of, or relating to, the Notes, this Indenture or the Note Guarantees, that may be instituted in any Federal or State state court in the State of New York, The City of New York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the City of New YorkTrustee (whether in its individual capacity or in its capacity as Trustee hereunder), arising out of or relating and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the Securities non-exclusive jurisdiction of any such court in any such suit, action or the Guarantees or this Indentureproceeding, but for and (iii) agrees that purpose only. Service service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, LLC at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, Authorized Agent shall be deemed in every respect effective service of process upon each such Guarantor, respectively, Guarantor in any such legal suit, action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each each such Guarantor further agrees to take any and all 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 the Authorized Agent in full force and effect so long as this Indenture shall be in full force and effect; provided that each such Guarantor may and shall (to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 12.17 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for any such 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 and (iii) agrees to act as agent for service of process in accordance with this Section 12.17. 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 written request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for each Guarantor organized outside of the United States of America appointed and acting in accordance with this Section 12.17.
(b) Each Guarantor organized outside of the United States of America irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or successorproceeding against them by (i) serving a copy thereof upon any of the relevant process agents specified in clause (a) above, or (ii) or by mailing copies thereof by registered or certified air mail, postage prepaid, to each such Guarantor, at its address specified in or designated pursuant to this Indenture. Each such Guarantor agrees that the failure of any process agent specified in clause (a) above, to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(c) Nothing herein shall in any way be deemed to limit the ability of the Trustee or any Holder to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company, the Issuer or any of the Guarantors or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law.
(d) The Company, the Issuer and each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture, the Notes or the Note Guarantees brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York 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.
(e) The provisions of this Section 12.17 shall survive any termination of this Indenture, in whole or in part, and shall survive delivery and payment for the Notes.
Appears in 1 contract
Samples: Indenture (Carvana Co.)
Appointment of Agent for Service of Process. By the execution and delivery of this Indenture, each Guarantor (except for Anheuser-Xxxxx Companies, LLC and Anheuser-Xxxxx InBev Worldwide Inc.) hereby appoints Anheuser-Xxxxx InBev Services, USA LLC as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising out of or relating to the Securities or the Guarantees or this Indenture, but for that purpose only. Service of process upon such agent at the office of Anheuser-Xxxxx InBev Services, USA LLC at 000 Xxxx XxxxxxKey Center, Xxx XxxxXxxxx Xxxxx, Xxxxx 000, 00 Xxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000, and written notice of said service to such Guarantor by the Person servicing the same addressed as provided by Section 105, shall be deemed in every respect effective service of process upon such Guarantor, respectively, in any such legal action or proceeding, and such Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by such Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. Each such Guarantor further 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 such agent or successor.
Appears in 1 contract
Samples: Indenture (AB InBev France S.A.S.)