Common use of Consent to Jurisdiction and Service Clause in Contracts

Consent to Jurisdiction and Service. The Issuers and each Note Guarantor (if any) irrevocably (i) agree that any legal suit, action or proceeding against the Issuers or any Note Guarantor arising out of or based upon this Indenture, the Notes or any Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note Guarantor have appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLC, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers and each Note Guarantor shall be deemed, in every respect, effective service of process upon the Issuers and each Note Guarantor.

Consent to Jurisdiction and Service. The Issuers and each Note the Guarantor (if any) irrevocably (i) agree that any legal suit, action or proceeding against the Issuers or any Note the Guarantor arising out of or based upon this Indenture, the Notes or any the Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note the Guarantor have appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLC, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers and each Note the Guarantor shall be deemed, in every respect, effective service of process upon the Issuers and each Note the Guarantor.

Consent to Jurisdiction and Service. The Issuers Company and each Note Guarantor (Guarantor, if any) , irrevocably (ia) agree that any legal suit, action or proceeding against the Issuers Company or any Note Guarantor arising out of or based upon this Indenture, the Notes or any Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City and County of New York court (collectively, the “Specified Courts”) and (iib) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note Guarantor have appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLChereby appoint C T Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes Securities or the transactions contemplated hereby which may be instituted in any New York courtSpecified Court, expressly consent to the jurisdiction of any such court Specified Court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable by the Company and any Guarantors. The Issuers Company and each Guarantor represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent in any manner permitted by applicable law and written notice of such service to the Issuers and each Note Company or to a Guarantor shall be deemed, in every respect, effective service of process upon the Issuers and each Note Company or such Guarantor.

Consent to Jurisdiction and Service. The Issuers and each Note Guarantor (if any) irrevocably (i) agree that any legal suit, action or proceeding against the Issuers Issuer or any Note Guarantor arising out of or based upon this Indenture, the Notes or any Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note Guarantor have appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLC, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers and each Note Guarantor shall be deemed, in every respect, effective service of process upon the Issuers and each Note Guarantor.

Consent to Jurisdiction and Service. The Issuers Company and each Note Guarantor (Guarantor, if any) , irrevocably (ia) agree that any legal suit, action or proceeding against the Issuers Company or any Note Guarantor arising out of or based upon this Indenture, the Notes or any Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City and County of New York court (collectively, the “Specified Courts”) and (iib) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note Guarantor have appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLChereby appoint C T Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes Securities or the transactions contemplated hereby which may be instituted in any New York courtSpecified Court, expressly consent to the jurisdiction of any such court Specified Court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocableirrevocable by the Company and any Guarantors. The Issuers Company and each Guarantor represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent in any manner permitted by applicable law and written notice of such service to the Issuers and each Note Company or to a Guarantor shall be deemed, in every respect, effective service of process upon the Issuers and each Note Company or such Guarantor.

Consent to Jurisdiction and Service. The Issuers and each Note Guarantor (if any) irrevocably (i) agree that any legal suit, action or proceeding against the Issuers or any Note Guarantor arising out of or based upon this Indenture, the Notes or any Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note Guarantor have appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLC, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers and each Note Guarantor shall be deemed, in every respect, effective service of process upon the Issuers and each Note Guarantor.

Consent to Jurisdiction and Service. The Issuers and each Note Guarantor (if any) Each of the parties hereto irrevocably (i) agree agrees that any legal suit, action or proceeding against the Issuers or any Note Guarantor arising out of or based upon this Indenture, the Notes, the Notes or any Note Guarantee Guarantees or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waivewaives, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company UK Co-Issuer and each Note any Guarantor have appointed not organized under the laws of the United States or the states thereof hereby appoints (and any Subsidiary not organized under the laws of the United States or the states thereof hereby becoming a Note Guarantor shall by execution of a supplement indenture will appoint) NXP Funding LLCthe U.S. Co-Issuer, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes, the Notes Guarantees or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers and each of the Guarantors represent and warrant that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers and each Note Guarantor Guarantor, shall be deemed, in every respect, effective service of process upon the Issuers and each Note Guarantor. For the avoidance of doubt, changes to this provision shall be permitted as set forth under ‎Section 9.02.

Consent to Jurisdiction and Service. The Issuers Issuer and each Note Odeon Guarantor (if any) irrevocably (i) agree that any legal suit, action or proceeding against the Issuers Issuer or any Note Odeon Guarantor arising out of or based upon this Indenture, the Notes or any Note Odeon Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company Issuer and each Note Odeon Guarantor have has appointed (and any Subsidiary Guarantor becoming a Note Guarantor shall appoint) NXP Funding LLC, AMC as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers represent Issuer and warrant each Odeon Guarantor represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers Issuer and each Note Guarantor Odeon Guarantor, if any, shall be deemed, in every respect, effective service of process upon the Issuers Issuer and each Note Odeon Guarantor, if any.

Consent to Jurisdiction and Service. The Issuers Issuer and each Note Guarantor (if any) of the Guarantors irrevocably (i) agree that any legal suit, action or proceeding against the Issuers Issuer or any Note Guarantor of the Guarantors arising out of or based upon this Indenture, the Notes or any Notes, the Note Guarantee Guarantees or the transactions contemplated hereby may be instituted in any U.S. Federal federal or New York state court in the Borough of Manhattan, The City of New York court and court, (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding and (iii) submit to the jurisdiction of such courts in any suit, action or proceeding. The Company Issuer and each Note Guarantor have of the Guarantors has appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLCC T Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes Notes, the Note Guarantees or the transactions contemplated hereby which may be instituted in any New York such court, . The Issuer and each of the Guarantors expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect theretothereto and waives any right to trial by jury. Such appointment shall be irrevocable. The Issuers represent Issuer and warrant that each of the Authorized Agent has agreed to act as such agent for service of process and Guarantors agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers Issuer and each Note Guarantor the Guarantors shall be deemed, in every respect, effective service of process upon the Issuers Issuer and each Note Guarantorthe Guarantors.

Consent to Jurisdiction and Service. The Issuers Issuer and each Note Guarantor (if any) irrevocably (ia) agree that any legal suit, action or proceeding against the Issuers Issuer or any Note Guarantor arising out of or based upon this Indenture, the Notes or any Note Notes Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (iib) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company and each Note Each Guarantor have has appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLCthe Issuer, as their authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto, and the Issuer and each Guarantor waives any right to trial by jury. Such appointment shall be irrevocable. The Issuers represent Issuer represents and warrant warrants that the Authorized Agent has they have agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers Issuer and each Note Guarantor Guarantor, if any, shall be deemed, in every respect, effective service of process upon the Issuers Issuer and each Note Guarantor, if any.

Consent to Jurisdiction and Service. The Issuers Issuer and each Note the Guarantor (if any) irrevocably (i) agree that any legal suit, action or proceeding against the Issuers Issuer or any Note the Guarantor arising out of or based upon this Indenture, the Notes or any the Note Guarantee or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waive, to the fullest extent they may effectively do so, any objection which they may now or hereafter have to the laying of venue of any such proceeding. The Company Each of the Issuer and each Note the Guarantor have has appointed (and any Subsidiary becoming a Note Guarantor shall appoint) NXP Funding LLCthe Issuer, as their its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consent to the jurisdiction of any such court in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuers represent Each of the Issuer and warrant the Guarantor represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuers Issuer and each Note the Guarantor shall be deemed, in every respect, effective service of process upon the Issuers Issuer and each Note the Guarantor.