Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each of the Company and Braskem irrevocably appoints National Corporate Research, Ltd. (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any Proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company or Braskem, as the case may be, in care of the Process Agent at the address specified above. Each of the Company and Braskem hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may be, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or Braskem. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskem, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing by the Company or Braskem to the Trustee. Each of the Company and Braskem covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securities.
Appears in 3 contracts
Samples: Indenture (Braskem Finance LTD), Indenture (Braskem Finance LTD), Indenture (Braskem Finance LTD)
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each the Company hereby appoints the New York office of the Company and Braskem irrevocably appoints National Corporate Researchas 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, Ltd. (the “Process Agent”)City of New York, with an State of New York, arising out of or relating to the Securities or this Indenture, but for that purpose only. Service of process upon such agent at the office of the Company at 00 Xxxx 00xx 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and written notice of said service to the Company by the Person servicing the same addressed as its authorized agent to receiveprovided by Section 1.05, on behalf of itself and its property, shall be deemed in every respect effective service of copies of process upon the summons and complaint and any other process which may be served Company in any Proceeding brought such legal action or proceeding. The Company will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of such New York state or U.S. federal court sitting agent; should such agent become unavailable for this purpose for any reason, the Company will promptly and irrevocably designate a new agent in the Borough of Manhattan in The Manhattan, City of New York, State of New York, which will agree to act as such for powers and for the purposes specified in this Section 1.15. The Company hereby (i) irrevocably submits to the nonexclusive jurisdiction of any Federal or State court in the Borough of Manhattan, the City of New York, State of New York in which any such legal action or proceeding is so instituted, and any appellate court from any thereof, (ii) to the extent it may effectively do so, irrevocably and unconditionally waives any objection which it may have now or hereafter to the laying of the venue of any such legal action or proceeding and (iii) to the extent the Company has or hereafter may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities to the fullest extent permitted by law. Such service appointment shall be made by delivering by hand a copy irrevocable so long as the Holders of such process Securities shall have any rights pursuant to the Company terms thereof or Braskem, as the case may be, in care of the Process Agent at the address specified above. Each of the Company and Braskem hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may be, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or Braskem. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskem, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing until the appointment of a successor by the Company or Braskem to with the Trustee. Each consent of the Trustee and such successor's acceptance of such appointment. The Company and Braskem covenants and further agrees that it shall to take any and all reasonable action, including the execution and filing of any and all documentssuch documents and instruments, that as may be necessary to continue the such designation and appointment of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securitiessuccessor.
Appears in 1 contract
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each of the Company and Braskem irrevocably appoints National Corporate Research, Ltd. Cogency Global Inc. (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any Proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company or Braskem, as the case may beCompany, in care of the Process Agent at the address specified above. Each of the The Company and Braskem hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may beCompany, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or BraskemCompany. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskemat Fibria Celulose S.A., as the case may beXxx Xxxxxxxx Xxxxx, at its address specified in the first paragraph of this Indenture 302 — 3º andar — Xxxxx X, Xxxx Xxxxxxx, 04551-010 São Paulo, SP, Brazil, Attention: Tesouraria or at any other address previously furnished in writing by the Company or Braskem to the Trustee. Each of the The Company and Braskem covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the The Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the The Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securities.
Appears in 1 contract
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each of the Company and Braskem Fibria irrevocably appoints National Corporate Research, Ltd. (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any Proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company or BraskemFibria, as the case may be, in care of the Process Agent at the address specified above. Each of the Company and Braskem Fibria hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or BraskemFibria, as the case may be, or failure of the Company or BraskemFibria, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or BraskemFibria. As an alternative method of service, each of the Company and Braskem Fibria also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or BraskemFibria, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing by the Company or Braskem Fibria to the Trustee. Each of the Company and Braskem Fibria covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or BraskemFibria, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or BraskemFibria, as the case may be, in any other court of competent jurisdiction. Each of the Company and Braskem Fibria irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and Braskem Fibria irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securities.
Appears in 1 contract
Samples: Indenture (Fibria Celulose S.A.)
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each of the Company and Braskem irrevocably appoints National Corporate Research, Ltd. (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any Proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company or Braskem, as the case may be, in care of the Process Agent at the address specified above. Each of the The Company and Braskem hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may be, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or BraskemCompany. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskem, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing by the Company or Braskem to the Trustee. Each of the The Company and Braskem covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the The Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the The Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securities.
Appears in 1 contract
Samples: Indenture (Braskem Finance LTD)
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each of the Company and Braskem irrevocably Petrobras hereby appoints National Corporate Research, Ltd. (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Petrobras America Inc. as its authorized agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other upon which process which may be served in any Proceeding brought legal action or proceeding which may be instituted in such New York state or U.S. federal any Federal court sitting in the Borough of Manhattan in The Manhattan, the City of New York, State of New York, arising out of or relating to the Securities or this Indenture, or, with respect to Petrobras, the Guaranties, but for that purpose only. Such Service of process upon such agent at 10000 Xxxxxxxx Xxx., Xxxxx 0000, Xxxxxxx, XX 00000, and written notice of said service shall be made by delivering by hand a copy of such process to the Company or BraskemPetrobras, as applicable, by the Person servicing the same addressed as provided by Section 1.05, shall be deemed in every respect effective service of process upon the Company or Petrobras, as applicable, in any such legal action or proceeding. Each of the Company and Petrobras will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of such agent; should such agent become unavailable for this purpose for any reason, the Company or Petrobras, as applicable, will promptly and irrevocably designate a new agent in the United States, which will agree to act as such for powers and for the purposes set forth in this Section 1.15. Each of the Company and Petrobras hereby (i) irrevocably submits to the nonexclusive jurisdiction of any Federal court in the Borough of Manhattan, the City of New York, State of New York in which any such legal action or proceeding is so instituted, and any appellate court from any thereof, (ii) to the extent it may effectively do so, irrevocably and unconditionally waives any objection which it may have now or hereafter to the laying of the venue of any such legal action or proceeding and (iii) to the extent either or both of the Company or Petrobras has or hereafter may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, each of the Company and Petrobras hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities and, with respect to Petrobras, the Guaranties, to the fullest extent permitted by law. 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 or the Guaranties until the appointment of a successor by the Company or Petrobras, as the case may be, in care with written notice thereof to the Trustee and such successor’s acceptance of the Process Agent at the address specified abovesuch appointment. Each of the Company and Braskem hereby irrevocably authorizes and directs the Process Agent Petrobras further agrees to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may be, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or Braskem. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskem, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing by the Company or Braskem to the Trustee. Each of the Company and Braskem covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documentssuch documents and instruments, that as may be necessary to continue the such designation and appointment of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securitiessuccessor.
Appears in 1 contract
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each of the Company and Braskem irrevocably appoints National Corporate Research, Ltd. (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any Proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by delivering by hand a copy of such process to the Company or Braskem, as the case may beCompany, in care of the Process Agent at the address specified above. Each of the The Company and Braskem hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may beCompany, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or BraskemCompany. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskem, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing by the Company or Braskem to the Trustee. Each of the The Company and Braskem covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the The Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the The Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securities.
Appears in 1 contract
Samples: Indenture (Fibria Celulose S.A.)
Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity. Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York, with respect to actions brought against it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture, the Securities or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may do so under applicable law, any objection which it may now or hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. By the execution and delivery of this Indenture, each the Company hereby appoints the New York office of the Company and Braskem irrevocably appoints National Corporate Researchas its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal court in the Borough of Manhattan, Ltd. (the “Process Agent”)City of New York, with an State of New York, arising out of or relating to the Securities or this Indenture, but for that purpose only. Service of process upon such agent at the office of the Company at 00 Xxxx 00xx Xxxxxx1336 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, and written notice of said service to the Company by the Person servicing the same addressed as its authorized agent to receiveprovided by Section 1.05, on behalf of itself and its property, shall be deemed in every respect effective service of copies of process upon the summons and complaint and any other process which may be served Company in any Proceeding brought such legal action or proceeding. The Company will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of such New York state or U.S. federal court sitting agent; should such agent become unavailable for this purpose for any reason, the Company will promptly and irrevocably designate a new agent in the Borough of Manhattan in The Manhattan, City of New York, State of New York, which will agree to act as such for powers and for the purposes set forth in this Section 1.15. The Company hereby (i) irrevocably submits to the nonexclusive jurisdiction of any Federal court in the Borough of Manhattan, the City of New York, State of New York in which any such legal action or proceeding is so instituted, and any appellate court from any thereof, (ii) to the extent it may effectively do so, irrevocably and unconditionally waives any objection which it may have now or hereafter to the laying of the venue of any such legal action or proceeding and (iii) to the extent the Company has or hereafter may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under the Indenture and the Securities to the fullest extent permitted by law. Such service appointment shall be made by delivering by hand a copy irrevocable so long as the Holders of such process Securities shall have any rights pursuant to the Company terms thereof or Braskem, as the case may be, in care of the Process Agent at the address specified above. Each of the Company and Braskem hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or Braskem, as the case may be, or failure of the Company or Braskem, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company or Braskem. As an alternative method of service, each of the Company and Braskem also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Braskem, as the case may be, at its address specified in the first paragraph of this Indenture or at any other address previously furnished in writing until the appointment of a successor by the Company or Braskem to with the Trustee. Each consent of the Trustee and such successor's acceptance of such appointment. The Company and Braskem covenants and further agrees that it shall to take any and all reasonable action, including the execution and filing of any and all documentssuch documents and instruments, that as may be necessary to continue the such designation and appointment of the Process Agent above in full force and effect during the term of the Securities, and to cause the Process Agent to continue to act as such. If for any reason such Person shall cease to be such agent for service of process, the Company or Braskem, as the case may be, shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Paying Agent or any Holder to serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company or Braskem, as the case may be, in any other court of competent jurisdiction. Each of the Company and Braskem irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and Braskem irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture and the Securitiessuccessor.
Appears in 1 contract
