Consent to Jurisdiction and Service. The parties to this Indenture each hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceed- ing arising out of or relating to the Notes, the Note Guarantees, this Indenture or the Security Documents, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. By the execution and delivery of this Indenture, the Issuer and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd., c/o The Corporation Trust Com- pany, Corporate Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”), as their authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Security Documents, the Notes or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwise.
Appears in 1 contract
Samples: Supplemental Indenture
Consent to Jurisdiction and Service. The parties to this Indenture each To the fullest extent ------------------------------------ permitted by applicable law, the Company hereby irrevocably submit submits to the non-exclusive jurisdiction of any New York Federal or State or federal court sitting located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceed- ing proceeding based on or arising out of or relating to the this Agreement or any Securities or Notes, the Note Guarantees, this Indenture or the Security Documents, and all such parties hereby irrevocably agree agrees that all claims in respect of such action suit or proceeding may be heard and de- termined determined in any such New York State or federal court and hereby court. The Company irrevocably waivewaives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that they may legally do soany suit, the defense of action or proceeding brought in such a court has been brought in an inconvenient forum forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and may be enforced in the courts of Bermuda (or any other courts to the maintenance jurisdiction of which the Company is subject) by a suit upon such action judgment, provided that service of process is effected upon the Company in -------- the manner specified herein or proceedingas otherwise permitted by law. By the execution and delivery of this Indenture, the Issuer and each Guarantor that is not organized in the United States The Company hereby irrevocably designates and appoints Xxxxxx Mining US Ltd., c/o The CT Corporation Trust Com- pany, Corporate Trust CenterSystem, 0000 Xxxxxx XxxxxxXxxxxxxx - 00xx Xxxxx, XxxxxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx (or any successor) (together with any successor, the “Agent for Service”"Process Agent"), as their the authorized agent of the ------------- Company upon which whom process may be served in any suitsuch suit or proceeding, action or proceeding arising out of or relating to this Indenture, the Security Documents, the Notes or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge it being understood that the designation and appointment of the Process Agent for Service as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company hereby represents to each Initial Purchaser that it has accepted notified the Process Agent of such designation and (ii) agree appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent for Service (and written notice of said service to the Company mailed by prepaid registered first class mail or any successor) delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Issuer or such Guarantor Company in any such suit, action suit or proceeding. Nothing herein shall affect the right of any Initial Purchaser or any person controlling any Initial Purchaser to serve process in any other matter permitted by law. The Issuer and such Guarantors Company further agree 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 Process Agent for Service in full force and effect until so long as the discharge Company has any outstanding obligations under this Agreement, the Securities, the Notes, the Memorandum of this Indenture upon redemptionIncrease, maturity Bye-laws or the Indenture. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of note, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement, to the extent permitted by law.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Crossing Holdings LTD)
Consent to Jurisdiction and Service. The parties Each of BP I, the Issuers and the Subordinated Guarantors irrevocably and unconditionally: (a) submit itself and its property in any legal action or proceeding relating to this Senior Subordinated Notes Indenture each hereby irrevocably submit to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any the courts of the State of New York State or federal court York, sitting in the Borough of Manhattan in Manhattan, The City of New York in any action or proceed- ing arising out of or relating to the NotesYork, the Note Guaranteescourts of the United States of America for the Southern District of New York, this Indenture or the Security Documentsappellate courts from any thereof and courts of its own corporate domicile, and all such parties hereby irrevocably agree with respect to actions brought against it as defendant; (b) consent that all claims in respect of any such action or proceeding may be heard and de- termined brought in such New York State courts and waive any objection that it may now or federal court and hereby irrevocably waive, hereafter have to the fullest extent that they may legally do so, the defense venue of an inconvenient forum to the maintenance of any such action or proceeding. By proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the execution same; (c) designate and delivery of this Indentureappoint Xxxxxxxx Group Issuer Inc., the Issuer 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd.Xxxxxxxx Group Holdings Inc., c/o The Corporation Trust Com- panywith offices at 000 Xxx-Xxxxx Xxxxxxxxxxxxx Xxxxx, Corporate Trust CenterXxxxx 000, 0000 Xxxxxx Xxxxxx, XxxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”its successors), as their its authorized agent agents upon which process may be served in any suitaction, action suit or proceeding arising out of or relating to this Indenture, the Security Documents, the Senior Subordinated Notes Indenture or the Note Guarantees transactions contemplated hereby that may be instituted in any federal Federal or state court located in the Borough of Manhattan in the City State of New York (and acknowledge that the Agent for Service has accepted each of them will accept such designation appointments); and (iid) agree that service of process upon any process, summons, notice or document by US registered mail addressed to Xxxxxxxx Group Issuer Inc., with written notice of said service to such Person at the Agent for Service (or any successor) address of the Xxxxxxxx Group Issuer Inc. set forth in this Senior Subordinated Notes Indenture shall be deemed in every respect effective service of process upon the Issuer for any action, suit or such Guarantor proceeding brought in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwisecourt.
Appears in 1 contract
Samples: Reynolds Group Holdings LTD
Consent to Jurisdiction and Service. The parties In relation to this Indenture each hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any legal action or proceed- ing proceedings arising out of or relating to the Notesin connection with this Indenture, the Note Securities and the Guarantees, this Indenture or the Security Documents, Trustee (in the case of clauses (a) and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. By the execution and delivery of this Indenture(b) below only), the Issuer and each Guarantor that is not organized in under laws other than the United States hereby or a state thereof (a) irrevocably 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) consents that any such action or proceeding may be brought in such courts and 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) designates and appoints Xxxxxx Mining US Ltd.Constellium U.S. Holdings I, c/o The Corporation Trust Com- panyLLC, Corporate Trust Center, 0000 Xxxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxx0xx xxxxx, Xxxxxxxx Xxx Xxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as their its authorized agent upon which process may be served in any suit, such action or proceeding that may be instituted in any such court and (d) 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 Security Documents, the Notes Securities or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwisetransactions contemplated hereby.
Appears in 1 contract
Samples: Indenture (Constellium N.V.)
Consent to Jurisdiction and Service. The Company, and each Guarantor 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 actions arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York, and expressly consent, together with all other parties to this Indenture each hereby irrevocably submit Indenture, to the non-exclusive jurisdiction of any New York State such court in respect of any such action, and waive any other requirements of or federal 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 (i) agrees that any legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or state court sitting in the Borough of Manhattan in The City of New York in any action or proceed- ing arising out of or relating to the Notes, the Note Guarantees, this Indenture or the Security Documents, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive(ii) waives, to the fullest extent that they may legally effectively do so, the defense of an inconvenient forum any objection which it may have now or hereafter have to the maintenance laying of such action or proceeding. By the execution and delivery venue of this Indenture, the Issuer and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd., c/o The Corporation Trust Com- pany, Corporate Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”), as their authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Security Documents, the Notes or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwise.
Appears in 1 contract
Consent to Jurisdiction and Service. The parties Each of BP I, the Issuers and the Senior Note Guarantors irrevocably and unconditionally: (a) submit itself and its property in any legal action or proceeding relating to this Senior Notes Indenture each hereby irrevocably submit to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any the courts of the State of New York State or federal court York, sitting in the Borough of Manhattan in Manhattan, The City of New York in any action or proceed- ing arising out of or relating to the NotesYork, the Note Guaranteescourts of the United States of America for the Southern District of New York, this Indenture or the Security Documentsappellate courts from any thereof and courts of its own corporate domicile, and all such parties hereby irrevocably agree with respect to actions brought against it as defendant; (b) consent that all claims in respect of any such action or proceeding may be heard and de- termined brought in such New York State courts and waive any objection that it may now or federal court and hereby irrevocably waive, hereafter have to the fullest extent that they may legally do so, the defense venue of an inconvenient forum to the maintenance of any such action or proceeding. By proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the execution same; (c) designate and delivery of this Indentureappoint Xxxxxxxx Group Issuer Inc., the Issuer 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd.Xxxxxxxx Group Holdings Inc., c/o The Corporation Trust Com- panywith offices at 000 Xxx-Xxxxx Xxxxxxxxxxxxx Xxxxx, Corporate Trust CenterXxxxx 000, 0000 Xxxxxx Xxxxxx, XxxxxxxxxxXxxxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”its successors), as their its authorized agent agents upon which process may be served in any suitaction, action suit or proceeding arising out of or relating to this Indenture, the Security Documents, the Senior Notes Indenture or the Note Guarantees transactions contemplated hereby that may be instituted in any federal Federal or state court located in the Borough of Manhattan in the City State of New York (and acknowledge that the Agent for Service has accepted each of them will accept such designation appointments); and (iid) agree that service of process upon any process, summons, notice or document by US registered mail addressed to Xxxxxxxx Group Issuer Inc., with written notice of said service to such Person at the Agent for Service (or any successor) address of the Xxxxxxxx Group Issuer Inc. set forth in this Senior Notes Indenture shall be deemed in every respect effective service of process upon the Issuer for any action, suit or such Guarantor proceeding brought in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwisecourt.
Appears in 1 contract
Samples: Reynolds Group Holdings LTD
Consent to Jurisdiction and Service. The parties In relation to this Indenture each hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any legal action or proceed- ing proceedings arising out of or relating to the Notesin connection with this Indenture, the Note Securities and the Guarantees, this Indenture or the Security Documents, Trustee (in the case of clauses (a) and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. By the execution and delivery of this Indenture(b) below only), the Issuer and each Guarantor that is not organized in under laws other than the United States hereby or a state thereof (a) 111 irrevocably designates submit to the jurisdiction of the federal and appoints Xxxxxx Mining US Ltd.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/o The Corporation Trust Com- pany) designate and appoint Constellium U.S. Holdings I, Corporate Trust CenterLLC, 0000 Xxxxxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxxxxxxx Xxxxxxxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as their its authorized agent upon which process may be served in any suit, 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 Security Documents, the Notes Securities or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwisetransactions contemplated hereby.
Appears in 1 contract
Consent to Jurisdiction and Service. The Company, and each Guarantor has appointed CT Corporation System, 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX as its agent (the “Authorized Agent”) upon whom process may be served in any actions arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York, and expressly consent, together with all other parties to this Indenture each hereby irrevocably submit Indenture, to the non-exclusive jurisdiction of any New York State such court in respect of any such action, and waive any other requirements of or federal 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 (i) agrees that any legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or state court sitting in the Borough of Manhattan in The City of New York in any action or proceed- ing arising out of or relating to the Notes, the Note Guarantees, this Indenture or the Security Documents, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive(ii) waives, to the fullest extent that they may legally effectively do so, the defense of an inconvenient forum any objection which it may have now or hereafter have to the maintenance laying of venue of any such action or proceeding. By the execution and delivery of this Indenture, the Issuer and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd., c/o The Corporation Trust Com- pany, Corporate Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”), as their authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Security Documents, the Notes or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwise.100
Appears in 1 contract
Consent to Jurisdiction and Service. The parties In relation to this Indenture each hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any legal action or proceed- ing proceedings arising out of or relating to the Notesin connection with this Indenture, the Note Securities and the Guarantees, this Indenture or the Security Documents, Trustee (in the case of clauses (a) and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. By the execution and delivery of this Indenture(b) below only), the Issuer and each Guarantor that is not organized in under laws other than the United States hereby or a state thereof (a) 109 irrevocably 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) consents that any such action or proceeding may be brought in such courts and 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) designates and appoints Xxxxxx Mining US Ltd.Constellium U.S. Holdings I, c/o The Corporation Trust Com- panyLLC, Corporate Trust Center, 0000 Xxxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxx0xx xxxxx, Xxxxxxxx Xxx Xxxx, XX 00000 (or any successor) (together with any successor, the “Agent for Service”), as their its authorized agent upon which process may be served in any suit, such action or proceeding that may be instituted in any such court and (d) 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 Security Documents, the Notes Securities or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwisetransactions contemplated hereby.
Appears in 1 contract
Samples: Indenture (Constellium N.V.)
Consent to Jurisdiction and Service. The Company, and each Guarantor has appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX as its agent (the “Authorized Agent”) upon whom process may be served in any actions arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York, and expressly consent, together with all other parties to this Indenture each hereby irrevocably submit Indenture, to the non-exclusive jurisdiction of any New York State such court in respect of any such action, and waive any other requirements of or federal 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 (i) agrees that any legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or state court sitting in the Borough of Manhattan in The City of New York in any action or proceed- ing arising out of or relating to the Notes, the Note Guarantees, this Indenture or the Security Documents, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive(ii) waives, to the fullest extent that they may legally effectively do so, the defense of an inconvenient forum any objection which it may have now or hereafter have to the maintenance laying of venue of any such action or proceeding. By the execution and delivery of this Indenture, the Issuer and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd., c/o The Corporation Trust Com- pany, Corporate Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”), as their authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Security Documents, the Notes or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwise.100
Appears in 1 contract
Consent to Jurisdiction and Service. The Company, and each Guarantor has appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX as its agent (the “Authorized Agent”) upon whom process may be served in any actions arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby or brought under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The City of New York, and expressly consent, together with all other parties to this Indenture each hereby irrevocably submit Indenture, to the non-exclusive jurisdiction of any New York State such court in respect of any such action, and waive any other requirements of or federal 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 (i) agrees that any legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or state court sitting in the Borough of Manhattan in The City of New York in any action or proceed- ing arising out of or relating to the Notes, the Note Guarantees, this Indenture or the Security Documents, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and de- termined in such New York State or federal court and hereby irrevocably waive(ii) waives, to the fullest extent that they may legally effectively do so, the defense of an inconvenient forum any objection which it may have now or hereafter have to the maintenance laying of venue of any such action or proceeding. By the execution and delivery of this Indenture, the Issuer and each Guarantor that is not organized in the United States hereby irrevocably designates and appoints Xxxxxx Mining US Ltd., c/o The Corporation Trust Com- pany, Corporate Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or any successor) (together with any successor, the “Agent for Service”), as their authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Indenture, the Security Documents, the Notes or the Note Guarantees that may be instituted in any federal or state court located in the Borough of Manhattan in the City of New York and acknowledge that the Agent for Service has accepted such designation and (ii) agree that service of process upon the Agent for Service (or any successor) shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. The Issuer and such Guarantors further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect until the discharge of this Indenture upon redemption, maturity or otherwise.101
Appears in 1 contract
