Common use of Consent to Jurisdiction and Service Clause in Contracts

Consent to Jurisdiction and Service. In relation to any legal action or proceedings arising out of or in connection with this Indenture, the Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit to the jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consent that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any such court and (d) agree that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

Consent to Jurisdiction and Service. In relation to Each of the Canadian Guarantor and the other Guarantors organized under Canadian law hereby irrevocably and unconditionally: (1) submits itself and its property in any legal action or proceedings arising out of or in connection with proceeding relating to this Indenture, the Securities Notes and, as applicable, its Notes Guarantee for recognition and the Guaranteesenforcement of any judgment in respect thereof, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit to the general jurisdiction of the federal and state courts in of the Borough of Manhattan in the City, County and State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United StatesStates of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b2) consent consents that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree agrees not to plead or claim the same, ; (c3) designate designates and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 appoints the Issuer as its authorized agent upon which process may be served in any such action action, suit or proceeding arising out of or relating to this Indenture, the Notes and, as applicable, its Note Guarantee that may be instituted in any federal or state court in the State of New York (and the Issuer hereby accepts such court appointments); and (d4) agree agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of processthe Issuer, with written notice of said service to such Person at the address of the agent for service of process Issuer set forth in clause (c) of this Section 11.11 Indenture shall be effective service of process for any such action action, suit or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

Consent to Jurisdiction and Service. In relation to any legal action or proceedings arising out of or in connection with this Indenture, the Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit submits to the jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consent consents that any such action or proceeding may be brought in such courts and waive waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate designates and appoint appoints Constellium US U.S. Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx0xx xxxxx, XxxxxxxxxXxx Xxxx, XX 00000 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any such court and (d) agree agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

Consent to Jurisdiction and Service. In relation to any legal action or proceedings arising out of or in connection with this IndentureThe Company, the Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than has appointed C T Corporation System, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent (the United States “Authorized Agent”) upon whom process may be served in any actions arising out of, based on, or a state thereof (a) irrevocably submit relating to the jurisdiction of Notes, this Indenture or the federal and transactions contemplated hereby or brought under U.S. Federal or state courts securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in the City, County and State The City of New York, United Statesand expressly consent, together with all other parties to this Indenture, 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 Company and each 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 Company and each of the Guarantors shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors. Each party hereto irrevocably (bi) consent agrees that any such legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be brought instituted in such courts any U.S. Federal or state court in the Borough of Manhattan in The City of New York and waive (ii) waives, to the fullest extent they may effectively do so, any objection that which it may have now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any such court and (d) agree that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated herebyproceeding.

Consent to Jurisdiction and Service. In relation to The Company has appointed C T Corporation System, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent (the “Authorized Agent”) upon whom process may be served in any legal action or proceedings actions arising out of of, based on, or in connection with this Indenture, the Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit relating to the jurisdiction of Notes, this Indenture or the federal and transactions contemplated hereby or brought under U.S. Federal or state courts securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in the City, County and State The City of New York, United Statesand expressly consent, together with all other parties to this Indenture, 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 Company 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 Company shall be deemed, in every respect, effective service of process upon the Company. Each party hereto irrevocably (bi) consent agrees that any such legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be brought instituted in such courts any U.S. Federal or state court in the Borough of Manhattan in The City of New York and waive (ii) waives, to the fullest extent they may effectively do so, any objection that which it may have now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any such court and (d) agree that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated herebyproceeding.

Consent to Jurisdiction and Service. In relation to any legal action or proceedings arising out of or in connection with this Indenture, the Securities Notes and the Guarantees, the Trustee and the Collateral Trustee (in the case of clauses (a) and (b) below only), the Issuer Issuers and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit submits to the jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consent consents that any such action or proceeding may be brought in such courts and waive waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) designate designates and appoint Constellium US Holdings Iappoints Toys “R” Us, LLCInc., 000 Xxxx Xxxxxxx XxxxxxXxx Xxxxxxxx Xxx, 00xx XxxxxWayne, Xxxxxxxxx, XX 00000 NJ 07470 as its authorized agent upon which process may be served in any such action or proceeding that may be instituted in any such court and (d) agree agrees that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 14.17 shall be effective service of process for any such action or proceeding brought in any such court. Each of the IssuerIssuers, the Guarantors, the Trustee, paying agentthe Collateral Trustee, Paying Agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities Notes or the transactions contemplated hereby.

Consent to Jurisdiction and Service. In relation to Each of BP I, BP II, the Issuers and the Senior Secured Note Guarantors will irrevocably and unconditionally: (a) submit itself and its property in any legal action or proceedings arising out proceeding relating to this Senior Secured Notes Indenture to which it is a party, or for recognition and enforcement of or any judgment in connection with this Indenturerespect thereof, the Securities and the Guarantees, the Trustee (in the case of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit to the general jurisdiction of the federal and state courts in of the Borough of Manhattan in the City, County and State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United StatesStates of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (b) consent that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree agrees not to plead or claim the same, ; (c) designate and appoint Constellium the US Holdings IIssuer II, LLC, at 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxxxxxx Xxxxx, XxxxxxxxxXxxxx 000, Xxxxx, XX 00000 00000, as its authorized agent upon which process may be served in any such action action, suit or proceeding arising out of or relating to this Senior Secured Notes Indenture that may be instituted in any such Federal or state court in the State of New York; and (d) agree that service of any process, summons, notice or document by U.S. US registered mail addressed to such agent for service of processthe US Issuer II, with written notice of said service to such Person at the address of the agent for service of process US Issuer II set forth in clause (c) of this Section 11.11 Senior Secured Notes Indenture shall be effective service of process for any such action action, suit or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

Consent to Jurisdiction and Service. In relation to (a) The Company hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceedings arising out proceeding relating to this Note or the transactions contemplated hereby, to the general non-exclusive jurisdiction of or the Courts of (A) the State of California in connection with this IndentureSan Jose, California and (B) the State of New York in New York City, the Securities and the Guarantees, the Trustee (in the case Courts of clauses (a) and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof of America for (aC) irrevocably submit to the jurisdiction Northern District of California in San Jose, California and (D) the federal and state courts Southern District of New York in the Borough of Manhattan in the New York City, County and State of New York, United States, appellate courts from any thereof; (bii) consent consents that any such action or proceeding may be brought in such courts courts, and waive waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree agrees not to plead or claim the same, same to the extent permitted by applicable law; (ciii) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which agrees that service of process may be served in any such action or proceeding that may be instituted in effected by mailing a copy thereof by registered or certified mail (or any such court and (d) agree that service substantially similar form of any processmail), summonspostage prepaid, notice or document by U.S. registered mail addressed to such agent for service of processthe party, with written notice of said service to such Person as the case may be, at the Company’s address set forth in Section 10.4 of the Agreement or at such other address of which the agent for Holder of this Note shall have been notified pursuant the terms of the Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process set forth in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (ci) is not available despite the intentions of this Section 11.11 shall be effective service of process for the parties hereto. (b) The Company agrees that a final judgment in any such suit, action or proceeding brought in a court described in Section 16(a)(i) may be enforced in the courts of any jurisdiction to which the Company is subject by a suit upon such courtjudgment, provided that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. Each To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of the Issuerany court or from any legal process with respect to itself or its property, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent Company hereby irrevocably waiveswaives such immunity in respect of its obligations under this Note, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby.

Consent to Jurisdiction and Service. In relation to any legal action or proceedings arising out Each of or in connection with this Indenture, the Securities parties ----------------------------------- hereto hereby absolutely and the Guarantees, the Trustee (in the case of clauses (a) irrevocably consents and (b) below only), the Issuer and each Guarantor that is organized under laws other than the United States or a state thereof (a) irrevocably submit submits to the jurisdiction of the federal and state courts in the Borough of Manhattan in the City, County and State of New York, United States, (b) consent York and of the federal court for the Southern District of New York in connection with any actions or proceedings brought against it arising out of or relating to this Agreement or any of the agreements or transactions contemplated hereby and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be brought heard and determined in any such courts and waive any objection that it may now or hereafter have to the venue of court. In any such action or proceeding proceedings, each such party hereby absolutely and irrevocably waives personal service of any summons, complaint, declaration, or other process and hereby absolutely and irrevocably agrees that the service thereof may be made, in any such court addition to other methods permitted by law, by certified, registered or that such action or proceeding was brought recorded first-class mail directed to it at its address in an inconvenient court accordance with Section 11.04 hereof. Each party hereto hereby waives and agree agrees not to plead or claim the same, (c) designate and appoint Constellium US Holdings I, LLC, 000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000 as its authorized agent upon which process may be served assert in any such action or proceeding that may be instituted proceeding, in any such court and (d) agree that service of any process, summons, notice or document by U.S. registered mail addressed to such agent for service of process, with written notice of said service to such Person at the address of the agent for service of process set forth in clause (c) of this Section 11.11 shall be effective service of process for any such action or proceeding brought in any such court. Each of the Issuer, the Guarantors, the Trustee, paying agent, Registrar, and Transfer Agent hereby irrevocably waiveseach case, to the fullest extent permitted by applicable law, any and all right claim that (a) it is not personally subject to trial by jury in the jurisdiction of any such court, (b) it is immune from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to it or its property, (c) any such suit, action or proceeding arising out is brought in an inconvenient forum, (d) the venue of such suit, action or relating to proceeding is improper, or (e) that this Indenture, the Securities Agreement may not be enforced in or the transactions contemplated herebyby any such court.