Common use of Consent to Jurisdiction; Appointment of Agent for Service of Process Clause in Contracts

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14. (b) The Company, STX and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 10 contracts

Samples: Supplemental Indenture (Seagate Technology PLC), Supplemental Indenture (Seagate Technology PLC), Supplemental Indenture (Seagate Technology PLC)

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Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the each Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx XxxxXxxxx XxXxxx Xxxxxxxxx, XxxxxxxXxxxxxxxx, XX 00000, 00000 Attn: Xxxxxxx X. Xxxxx, Chief Legal Executive Officer and Chairman, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Parent against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Parent shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Parent hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 7 contracts

Samples: Registration Rights Agreement (Seagate Technology PLC), Registration Rights Agreement (Seagate Technology PLC), Registration Rights Agreement

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.14. (b) The Company, STX Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx XxxxXxxxx XxXxxx Xxxxxxxxx, XxxxxxxXxxxxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxx, Chief Legal Executive Officer and Chairman, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 5 contracts

Samples: Indenture (Seagate Technology PLC), Indenture (Seagate Technology PLC), Indenture (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parentany Guarantor, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent any Guarantor arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent any Guarantor irrevocably submits submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent any Guarantor irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent any Guarantor and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent any Guarantor is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent any Guarantor in the manner provided by this Section 11.146(h). (bii) The CompanyAny action, STX and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action suit or proceeding brought by the Company and any Guarantor against the Holders arising out of or relating to based upon this Indenture or Agreement and the transactions contemplated herein which may shall be instituted brought solely in any a U.S. Federal or state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of Company and any such court in respect of any such suit, action Guarantor shall not initiate or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed seek to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemedinitiate, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoingany other jurisdiction other than in such New York courts, any action involving action, suit or proceeding against the Company, STX or the Parent Holders arising out of or relating based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and any Guarantor hereunder to the jurisdiction of such New York courts or the designation, pursuant to this IndentureSection 6(g), of the Notes and laws of the Registration Rights Agreement may be instituted in any court State of competent jurisdiction in any other jurisdiction. New York as the law applicable to this Agreement. (iii) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 4 contracts

Samples: Registration Rights Agreement (Micron Technology Inc), Registration Rights Agreement (Micron Technology Inc), Registration Rights Agreement

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.14. (b) The Company, STX Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx XxxxXxxxx XxXxxx Xxxxxxxxx, XxxxxxxXxxxxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxx, Chief Legal Executive Officer and Chairman, as its authorized agent (the Authorized Agent), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 4 contracts

Samples: Indenture, Indenture, Indenture

Consent to Jurisdiction; Appointment of Agent for Service of Process. The CompanyTo the fullest extent permitted by applicable law, STX and the Parent, jointly and severally, agree that: (a) Any suit, action Guarantor hereby irrevocably submits to the jurisdiction of any Federal or proceeding against the Company, STX or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal State court located in the Borough of Manhattan, Manhattan in The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceedingproceeding based on or arising out of or relating to this Third Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company, STX and the Parent guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that which it may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating have to the securities laws laying of the United States venue of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the CompanyGuarantor, STX or the Parent and may be enforced in any court courts to the jurisdiction of which the Company, STX or the Parent Guarantor is subject by a suit upon such judgment; provided , provided, that service of process is effected upon the Company, STX or the Parent Guarantor in the manner provided specified herein or as otherwise permitted by this Section 11.14. (b) law. The CompanyGuarantor hereby irrevocably designates, STX appoints and the Parent has appointed Seagate Technology (US) Holdingsempowers C T Corporation System, Inc.with offices at 000 Xxxxxx Xxxxxx, located at 00000 Xxxx Xxx Xxxx, XxxxxxxXxx Xxxx, XX 00000, Attn: Chief Legal Officer as its authorized designee, appointee and agent (the “Authorized Agent”)to receive, upon whom process accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of or relating to this Third Supplemental Indenture or the transactions contemplated herein which may Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed available to act as said such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of processprocess referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Third Supplemental Indenture. Service The Guarantor agrees that the failure of process upon any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the Authorized Agent shall be deemed, validity of such service or any judgment rendered in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving or proceeding based thereon. Nothing herein shall in any way be deemed to limit the Company, STX ability of the Holders or the Parent arising out of or relating Trustee to this Indentureserve any such legal process, the Notes summons, notices and the Registration Rights Agreement may be instituted in any court of competent jurisdiction documents in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination manner permitted by applicable law or cancellation of this Indentureto obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable law. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 3 contracts

Samples: Third Supplemental Indenture (Medtronic Inc), Third Supplemental Indenture (Medtronic PLC), Third Supplemental Indenture (Medtronic PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the each Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Parent against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. Federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Parent shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Parent hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 3 contracts

Samples: Registration Rights Agreement (Seagate Technology PLC), Registration Rights Agreement (Seagate Technology PLC), Registration Rights Agreement (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that: (a) Any suitThe Company irrevocably consents and agrees for the benefit of the holders of the Securities and the Underwriters that any legal action, action suit or proceeding against the Companyit with respect to its obligations, STX liabilities or the Parent any other matter arising out of or relating to in connection with this Indenture and Agreement or the Notes Securities may be instituted in any state or U.S. federal court brought in the Borough courts of Manhattan, The City the State of New York, York or the courts of the United States of America located in the County of New York, York and any appellate court from any thereofthereof and, until all amounts due and to become due in respect of all the CompanySecurities have been paid, STX or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and the Parent irrevocably submits to the non-exclusive jurisdiction of each such courts court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of its properties, assets and revenues. (b) The Company hereby irrevocably designates, appoints and empowers Mitsubishi UFJ Financial Group, Inc., Attention: General Manager (the “Authorized Agent”), with offices currently at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any suitaction, suit or proceeding brought against it in any such United States or state court located in the County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement, the Securities or any additional agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, it being understood and agreed that the designation, appointment and empowerment of the Authorized Agent as such authorized agent shall become effective immediately upon the execution of this Agreement without any further action on the part of the Company or any other person or entity. The Company represents to each Underwriter that it has notified the Authorized Agent of such designation, appointment and empowerment and that the Authorized Agent has accepted the same. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 16 satisfactory to the Representatives. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 16 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to it, at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceedingproceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company, STX Company hereby irrevocably and the Parent irrevocably unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding that may be brought in connection with this Indenture, of the Notes and the Registration Rights Agreement, including such aforesaid actions, suits or proceedings relating to arising out of or in connection with this Agreement or the securities laws of Securities brought in the United States federal courts located in the County of America New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14. (b) The Company, STX and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 16 shall survive any termination or cancellation of this IndentureAgreement, in whole or in part. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Underwriting Agreement (Mitsubishi Ufj Financial Group Inc), Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this the Indenture and the Notes may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this the Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.14. (b) The Company, STX Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer Inc. as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this the Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this the Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this the Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Indenture (Seagate Technology), Indenture (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Issuer and the ParentCompany, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Issuer or the Parent Company arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Issuer and the Parent Company each irrevocably submits submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Issuer and the Parent Company each irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Issuer or the Parent Company and may be enforced in any court to the jurisdiction of which the Company, STX Issuer or the Parent Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Issuer or the Parent Company in the manner provided by this Section 11.1415. (b) The Company, STX Issuer and the Parent has appointed Company each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Issuer and the ParentCompany. Notwithstanding the foregoing, any action involving the Company, STX Issuer or the Parent Company arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (c) Any action, suit or proceeding brought by the Issuer and/or the Company against the Initial Purchasers arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. Federal or state court in the Borough of Manhattan, The City of New York, New York, and the Issuer and the Company shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Initial Purchasers arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Initial Purchasers in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Issuer and the Company hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 15, of the laws of the State of New York as the law applicable to this Agreement. (d) The provisions of this Section 11.14 15 shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Purchase Agreement (Seagate Technology PLC), Purchase Agreement (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Each of the Company and the ParentUnderwriters irrevocably (i) agrees, jointly and severallyfor the benefit of the Underwriters, agree that: (a) Any that any legal suit, action or proceeding against the Company, STX or the Parent arising out of or relating to based upon this Indenture and Agreement or the Notes transactions contemplated hereby may be instituted in any state or U.S. federal court located in the Borough of Manhattan, The City of New York, New YorkYork (each a “New York Court”), (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such legal suit, action or proceeding and agrees not to plead or claim in any appellate court from such legal suit, action or proceeding that any thereofsuch legal suit, action or proceeding has been brought in an inconvenient forum and the Company, STX and the Parent irrevocably (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company, STX Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the Parent irrevocably waivesother persons referred to in Sections 6 and 7 to serve any such legal process, to the fullest extent summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any objection to any legal suit, action or proceeding that may be brought against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits any New York Court or proceedings relating to the securities laws of the United States of America or in any state thereof, competent court in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumJapan. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14. (b) The Company, STX and the Parent Company has appointed Seagate Technology (US) HoldingsORIX USA Corporation, Inc.000 Xxxx Xxxxxx, located at 00000 Xxxx 00xx Xxxxx, Xxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer U.S.A., as its authorized agent (the “Authorized Agent”), ) upon whom process may be served in any suit, such action or proceeding arising out of or relating to based on this Indenture Agreement or the transactions contemplated herein hereby which may be instituted in any state New York Court by any Underwriter or U.S. federal court in by any person who controls any Underwriter, expressly consents to the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. Seagate Technology (US) Holdings, Inc. has accepted such Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as said such agent for service of processprocess 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 respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed, deemed in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Purchase Agreement (Orix Corp), Purchase Agreement (Orix Corp)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Issuer and the ParentGuarantors, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Issuer or the Parent any Guarantor arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Issuer and the Parent each Guarantor each irrevocably submits submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Issuer and the Parent each Guarantor each irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Issuer or the Parent a Guarantor and may be enforced in any court to the jurisdiction of which the Company, STX Issuer or the Parent a Guarantor is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Issuer or the Parent a Guarantor in the manner provided by this Section 11.1415. (b) The Company, STX Issuer and the Parent has appointed each Guarantor hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent xxxxxx accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Issuer and the ParentGuarantors. Notwithstanding the foregoing, any action involving the Company, STX Issuer or the Parent a Guarantor arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (c) Any action, suit or proceeding brought by the Issuer and/or a Guarantor against the Initial Purchasers arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. Federal or state court in the Borough of Manhattan, The City of New York, New York, and the Issuer and the Guarantors shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Initial Purchasers arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Initial Purchasers in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Issuer and the Guarantors hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 15, of the laws of the State of New York as the law applicable to this Agreement. (d) The provisions of this Section 11.14 15 shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Purchase Agreement (Seagate Technology Holdings PLC), Purchase Agreement (Seagate Technology Holdings PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the each Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Parent against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. Federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Parent shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Parent hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Registration Rights Agreement (Seagate Technology PLC), Registration Rights Agreement (Seagate Technology)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the each Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, AttnAttention: Xxxxxxxxx X. Xxxxxxxx, Senior Vice President, Chief Legal Officer and Company Secretary, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Parent against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Parent shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Parent hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Registration Rights Agreement (Seagate Technology PLC), Registration Rights Agreement (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that: (a) Any suitMUFG irrevocably consents and agrees for the benefit of the holders of the U.S. Shares and the Underwriters that any legal action, action suit or proceeding against the Companyit with respect to its obligations, STX liabilities or the Parent any other matter arising out of or relating to in connection with this Indenture and Agreement or the Notes U.S. Shares may be instituted in any state or U.S. federal court brought in the Borough courts of Manhattan, The City the State of New York, York or the courts of the United States of America located in the County of New York, York and any appellate court from any thereofthereof and, until all amounts due and to become due in respect of all the CompanyU.S. Shares have been paid, STX or until any such legal action, suit or proceeding commenced prior to such payment has been concluded, hereby irrevocably consents and the Parent irrevocably submits to the non-exclusive jurisdiction of each such courts court in person and generally and unconditionally with respect to any action, suit or proceeding for themselves and in respect of their properties, assets and revenues. (b) MUFG hereby irrevocably designates, appoints and empowers Mitsubishi UFJ Financial Group, Inc., Corporate Governance Division for the United States, Attention: Xxxxxx X. Hand, Esq., General Counsel, with offices currently at 1251 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any suitaction, suit or proceeding brought against it in any such United States or state court located in the County of New York with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement, the U.S. Shares or any additional agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, it being understood and agreed that the designation, appointment and empowerment of MUFG, Corporate Governance Division for the United States as such authorized agent shall become effective immediately upon the execution of this Agreement without any further action on the part of MUFG or any other person or entity. MUFG represents to each Underwriter that it has notified MUFG, Corporate Governance Division for the United States of such designation, appointment and empowerment and that MUFG, Corporate Governance Division for the United States has accepted the same. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, MUFG agrees to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Section 15 satisfactory to the Underwriters. MUFG further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 15 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to it, at its address specified in or designated pursuant to this Agreement. MUFG agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceedingproceeding based thereon. The CompanyNothing herein shall in any way be deemed to limit the ability of the Underwriters to service any such legal process, STX summons, notices and the Parent documents in any other manner permitted by applicable law or to obtain jurisdiction over MUFG or bring actions, suits or proceedings against either of them in such other jurisdictions, and in such manner, as may be permitted by applicable law. MUFG hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding that may be brought in connection with this Indenture, of the Notes and the Registration Rights Agreement, including such aforesaid actions, suits or proceedings relating to arising out of or in connection with this Agreement or the securities laws of U.S. Shares brought in the United States federal courts located in the County of America New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14. (b) The Company, STX and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 15 shall survive any termination or cancellation of this IndentureAgreement, in whole or in part. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Underwriting Agreement, u.s. Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that: (a) Any The Company irrevocably agrees that any legal suit, action or proceeding against the CompanyCompany brought by the Depositary or any Holder, STX or the Parent arising out of or relating to based upon this Indenture and Deposit Agreement or the Notes transactions contemplated hereby, may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and irrevocably waives any appellate court from objection which it may now or hereafter have to the laying of venue of any thereofsuch proceeding, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company, STX and the Parent Company also irrevocably waives, to the fullest extent permitted by law, agrees that any objection to any legal suit, action or proceeding that may be against the Depositary brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon by the Company, STX arising out of or based upon this Deposit Agreement or the Parent and transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be enforced instituted by the Depositary in any competent court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided Cayman Islands, Hong Kong, the People’s Republic of China and/or the United States, or by the Depositary through the commencement of an arbitration pursuant to Section 18(b) of this Section 11.14. (b) Deposit Agreement. The Company, STX and the Parent Company has appointed Seagate Technology (US) Holdings, Law Debenture Corporate Services Inc., located at 00000 Xxxx 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxxxxxx, XX Xxx Xxxx 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), ) upon whom which process may be served in any suit, such action or proceeding arising out of or relating to based on this Indenture Deposit Agreement or the transactions contemplated herein hereby which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New YorkYork by the Depositary or any Holder, and expressly accepts waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the non-exclusive jurisdiction of any such court Company’s rights to replace the Authorized Agent with another entity in respect of any such suitthe manner required were the Authorized Agent to have resigned, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company 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 The Company further hereby irrevocably consents and agrees to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be deemedineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in every respectSection 16(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment or award rendered in any action or proceeding based thereon. If, effective for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof and shall promptly appoint a successor acceptable to the Depositary to serve as Authorized Agent hereunder. In the event the Company fails to continue such designation and appointment in full force and effect as aforesaid, the Company hereby waives personal service of process upon the Company, STX it and the Parent. Notwithstanding the foregoing, consents that any action involving the Company, STX or the Parent arising out such service of or relating to this Indenture, the Notes and the Registration Rights Agreement process may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall survive any termination or cancellation of this Indenturebe deemed completed five (5) days after the same shall have been so mailed. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Deposit Agreement, Deposit Agreement

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX by its execution and delivery of this Agreement, agrees that service of process may be made upon Torys LLP in the Parent, jointly and severally, agree that: (a) Any suit, action United States of America in any suit or proceeding against the CompanyCompany instituted by the Underwriters, STX any indemnified party or by any person, if any, controlling the Parent Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act based on or arising under this Agreement in any federal or state court in the State of New York, County of New York, and hereby irrevocably consents and submits to the nonexclusive jurisdiction of any such court in personam generally and unconditionally in respect of any such suit or proceeding. The Company further, by its execution and delivery of this Agreement, irrevocably designates, appoints and empowers Torys LLP as its designee, appointee and authorized agent to receive for and on its behalf service of any and all legal process, summons, notices and documents that may be served in any action, suit or proceeding brought against the Company with respect to its obligations, liabilities or any other matter arising out of or relating in connection with this Agreement and that may be made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being understood that the designation and appointment of Torys LLP as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company further agrees that, to the extent permitted by law, proper service of process upon Torys LLP at its office set forth in Section 12 and written notice of said service to the Company pursuant to this Indenture and Section 10, shall be deemed in every respect effective service of process upon the Notes may be instituted Company in any state such suit or U.S. federal court proceeding. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Company agrees to designate a new designee, appointee and agent in the Borough of Manhattan, The City of New York, New YorkYork on the terms and for the purposes of this Section 10 reasonably satisfactory to the Underwriters. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company by serving a copy thereof upon the relevant agent for service of process referred to in this Section 10 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) and by mailing copies thereof by registered or certified air mail, postage prepaid, to the Company at its address specified in or designated pursuant to this Agreement. The Company agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the Underwriters to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and any appellate court from any thereofin such manner, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceedingas may be permitted by applicable law. The Company, STX Company hereby irrevocably and the Parent irrevocably unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding that may be brought in connection with this Indenture, of the Notes and the Registration Rights Agreement, including such aforesaid actions, suits or proceedings relating to arising out of or in connection with this Agreement brought in the securities laws federal courts located in The City of New York, New York or the courts of the United States State of America New York located in The City of New York, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon obligation of the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14. (b) The Company, STX and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court Company in respect of any sum due to the Underwriters shall, not withstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day, following receipt by the Underwriters of any sum adjudged to be so due in such suitother currency, action or proceeding. Seagate Technology on which (USand only to the extent that) Holdings, Inc. has accepted the Underwriters may in accordance with normal banking procedures purchase U.S. dollars with such appointment and has agreed other currency; if the U.S. dollars so purchased are less than the sum originally due to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this IndentureUnderwriters hereunder, the Notes Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriters against such loss. If the Registration Rights Agreement may be instituted in any court U.S. dollars so purchased are greater than the sum originally due to such Underwriters hereunder, such Underwriters agree to pay to the Company an amount equal to the excess of competent jurisdiction in any other jurisdictionthe U.S. dollars so purchased over the sum originally due to the Underwriters hereunder. The provisions of this Section 11.14 10 shall survive any termination or cancellation of this IndentureAgreement, in whole or in part. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Underwriting Agreement (Paramount Resources LTD), Underwriting Agreement (Paramount Resources LTD)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The CompanyTo the fullest extent permitted by applicable law, STX and the Parent, jointly and severally, agree that: (a) Any suit, action Guarantor hereby irrevocably submits to the jurisdiction of any Federal or proceeding against the Company, STX or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal State court located in the Borough of Manhattan, Manhattan in The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceedingproceeding based on or arising out of or relating to this Second Supplemental Indenture and the Note Guarantee and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company, STX and the Parent guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that which it may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating have to the securities laws laying of the United States venue of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Guarantor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the CompanyGuarantor, STX or the Parent and may be enforced in any court courts to the jurisdiction of which the Company, STX or the Parent Guarantor is subject by a suit upon such judgment; provided , provided, that service of process is effected upon the Company, STX or the Parent Guarantor in the manner provided specified herein or as otherwise permitted by this Section 11.14. (b) law. The CompanyGuarantor hereby irrevocably designates, STX appoints and the Parent has appointed Seagate Technology (US) Holdingsempowers C T Corporation System, Inc.with offices at 000 Xxxxxx Xxxxxx, located at 00000 Xxxx Xxx Xxxx, XxxxxxxXxx Xxxx, XX 00000, Attn: Chief Legal Officer as its authorized designee, appointee and agent (the “Authorized Agent”)to receive, upon whom process accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding brought in the courts listed above which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts, with respect to any suit, action or proceeding in connection with or arising out of or relating to this Second Supplemental Indenture or the transactions contemplated herein which may Note Guarantee by the Guarantor. If for any reason such designee, appointee and agent hereunder shall cease to be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed available to act as said such, such party agrees to designate a new designee, appointee and agent on the terms and for the purposes of this Section 7 reasonably satisfactory to the Trustee. The Guarantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the agent for service of processprocess referred to in this Section 7 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified airmail, postage prepaid, to it at its address specified in or designated pursuant to this Second Supplemental Indenture. Service The Guarantor agrees that the failure of process upon any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the Authorized Agent shall be deemed, validity of such service or any judgment rendered in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving or proceeding based thereon. Nothing herein shall in any way be deemed to limit the Company, STX ability of the Holders or the Parent arising out of or relating Trustee to this Indentureserve any such legal process, the Notes summons, notices and the Registration Rights Agreement may be instituted in any court of competent jurisdiction documents in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination manner permitted by applicable law or cancellation of this Indentureto obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in such other jurisdictions, and in manner, as may be permitted by applicable law. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 2 contracts

Samples: Second Supplemental Indenture (Medtronic Inc), Second Supplemental Indenture (Medtronic PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the ParentGuarantors, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent Guarantors arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and each of the Parent Guarantors irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent Guarantors and may be enforced in any court to the jurisdiction of which the Company, STX Company or any of the Parent Guarantors is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent Guarantors in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed Guarantors each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, AttnAttention: Xxxxxxxxx X. Xxxxxxxx, Senior Vice President, Chief Legal Officer and Corporate Secretary, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent xxxxxx accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the ParentGuarantors. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent Guarantors arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Guarantors against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Guarantors shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Guarantors hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Seagate Technology Holdings PLC)

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Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the each Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Parent against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Parent shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Parent hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Issuer and the Parenteach Guarantor, jointly and severally, agree agrees that: (a) Any suit, action or proceeding against the Company, STX Issuer or the Parent any Guarantor arising out of or relating to this Indenture the Indenture, the Notes and the Notes Security Agreements may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Issuer and the Parent each Guarantor irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Issuer and the Parent each Guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this the Indenture, the Notes and the Registration Rights AgreementSecurity Agreements, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Issuer or the Parent any Guarantor and may be enforced in any court to the jurisdiction of which the Company, STX Issuer or the Parent any Guarantor is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Issuer or the Parent any Guarantor in the manner provided by this Section 11.1412.14. (b) The Company, STX Issuer and the Parent each Non-U.S. Guarantor has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer Inc. as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this the Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Issuer and the Parentany Non-U.S. Guarantor. Notwithstanding the foregoing, any action involving the Company, STX Issuer or the Parent any Non-U.S. Guarantor arising out of or relating to this the Indenture, the Notes and the Registration Rights Agreement Security Agreements may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 12.14 shall survive any termination or cancellation of this the Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Indenture (Seagate Technology)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Each of the Company and the Parent, jointly and severally, agree that: Underwriters irrevocably (a) Any agrees, for the benefit of the Underwriters, that any legal suit, action or proceeding against the Company, STX or the Parent arising out of or relating to based upon this Indenture and Agreement or the Notes transactions contemplated hereby may be instituted in any state or U.S. federal court located in the Borough of Manhattan, The City of New York, New YorkYork (each a “New York Court”), (b) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such legal suit, action or proceeding and agrees not to plead or claim in any appellate court from such legal suit, action or proceeding that any thereofsuch legal suit, action or proceeding has been brought in an inconvenient forum and the Company, STX and the Parent irrevocably (c) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company, STX Nothing herein shall in any way be deemed to limit the ability of the Underwriters and the Parent irrevocably waivesother persons referred to in Sections 6 and 7 to serve any such legal process, to the fullest extent summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or bring actions, suits or proceedings against the Company in such other jurisdictions, and in such manner, as may be permitted by applicable law. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any objection to any legal suit, action or proceeding that may be brought against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits any New York Court or proceedings relating to the securities laws of the United States of America or in any state thereof, competent court in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forumJapan. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX or the Parent in the manner provided by this Section 11.14. (b) The Company, STX and the Parent Company has appointed Seagate Technology (US) HoldingsORIX Corporation USA, Inc.000 Xxxx Xxxxxx, located at 00000 Xxxx 00 Xxxx, XxxxxxxXxx Xxxx, XX Xxx Xxxx 00000, Attn: Chief Legal Officer U.S.A., as its authorized agent (the “Authorized Agent”), ) upon whom process may be served in any suit, such action or proceeding arising out of or relating to based on this Indenture Agreement or the transactions contemplated herein hereby which may be instituted in any state New York Court by any Underwriter or U.S. federal court in by any person who controls any Underwriter, expressly consents to the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. Seagate Technology (US) Holdings, Inc. has accepted such Such appointment shall be irrevocable. The Company represents and warrants that its Authorized Agent has agreed to act as said such agent for service of processprocess 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 respective Authorized Agent and written notice of such service mailed or delivered to the Company at the address of the Company provided in Section 11 hereof shall be deemed, deemed in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoing, any action involving the Company, STX or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Purchase Agreement (Orix Corp)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.14. (b) The Company, STX Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer Inc. as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Indenture (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that: (a) Any The Company and the Selling Shareholder each agree that any suit, action or proceeding against the Company, STX Company or the Parent Selling Shareholder arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent Selling Shareholder each irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Selling Shareholder each agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent Selling Shareholder, as the case may be, and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent Selling Shareholder, as the case may be, is subject by a suit upon such judgment; provided that service of process is effected affected upon the Company, STX Company or the Parent Selling Shareholder, as the case may be, in the manner provided by this Section 11.1414. (b) The Company, STX Company and the Parent has Selling Shareholder have each appointed Seagate Technology (US) HoldingsCT Corporation, Inc.with offices on the date hereof at 800 Xxxx Xxxxxxx Xxxxxx, located at 00000 Xxxx Xxxx, Xxx Xxxxxxx, XX Xxxxxxxxxx 00000, Attn: Chief Legal Officer as its authorized agent (the each an “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and each expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. Such appointment shall be irrevocable. The Company and the Selling Shareholder hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and the Selling Shareholder agree to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect for the term of this Agreement. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the ParentSelling Shareholder. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent Selling Shareholder arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (c) Any action, suit or proceeding brought by the Company or the Selling Shareholder against the Underwriter arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. Federal or state court in the Borough of Manhattan, The City of New York, New York, and neither the Company or the Selling Shareholder shall initiate or seek to initiate, in the Republic of France, the Cayman Islands or any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Underwriter arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Underwriter in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company or the Selling Shareholder hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 14, of the laws of the State of New York as the law applicable to this Agreement. (d) The provisions of this Section 11.14 14 shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Business Objects S.A.)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX and the Parent, jointly and severally, agree that: (a) Any Each of the Company and Parent agrees that any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX and the Parent each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Each of the Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Each of the Company and Parent agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the CompanyCompany and Parent, STX or as the Parent case may be, and may be enforced in any court to the jurisdiction of which the CompanyCompany or Parent, STX or as the Parent case may be, is subject by a suit upon such judgment; provided that service of process is effected upon the CompanyCompany or Parent, STX or as the Parent case may be, in the manner provided by this Section 11.1414. (b) The Company, STX Each of the Company and the Parent has appointed Seagate Technology (US) HoldingsCT Corporation System, Inc.with offices on the date hereof at 000 Xxxx Xxxxxxx Xxxxxx, located at 00000 Xxxx XxxxXxxxx 000, Xxx Xxxxxxx, XX Xxxxxxxxxx 00000, Attn: Chief Legal Officer as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and each expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. Each of the Company and Parent hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company and Parent agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such respective appointment in full force and effect for the term of this Agreement. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the CompanyCompany or Parent, STX and the Parentas applicable. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (c) Any action, suit or proceeding brought by the Company or Parent against any Underwriter arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. Federal or state court in the Borough of Manhattan, The City of New York, New York, and neither the Company nor Parent shall initiate or seek to initiate, in the Cayman Islands or any other jurisdiction other than in such New York courts, any action, suit or proceeding against any Underwriter arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by any Underwriter in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and Parent hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 14, of the laws of the State of New York as the law applicable to this Agreement. (d) The provisions of this Section 11.14 14 shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Seagate Technology)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the ParentGuarantors, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent Guarantors arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and each of the Parent Guarantors irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent Guarantors and may be enforced in any court to the jurisdiction of which the Company, STX Company or any of the Parent Guarantors is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent Guarantors in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed Guarantors each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx 47488 Kaxx Xxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, AttnXxxxxxion: Katherinx X. Xxxxxxxx, Xxxxxx Vice President, Chief Legal Officer and Corporate Secretary, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent hereby axxxxxx such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the ParentGuarantors. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent Guarantors arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Guarantors against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Guarantors shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Guarantors hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Seagate Technology Holdings PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.14. (b) The Company, STX Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer Inc. as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Indenture (Seagate Technology PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the ParentGuarantors, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent Guarantors arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and each of the Parent Guarantors irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent Guarantors and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent Guarantors is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent Guarantors in the manner provided by this Section 11.146(h). (bii) The Company, STX Company and the Parent has appointed Guarantors each hereby appoint Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX Xxxxxxxxxx 00000, AttnAttention: Xxxxxxxxx X. Xxxxxxxx, Senior Vice President, Chief Legal Officer and Corporate Secretary, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture Agreement or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted The Authorized Agent xxxxxx accepts such appointment and has agreed agrees to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the ParentGuarantors. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent Guarantors arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. (iii) Any action, suit or proceeding brought by the Company and the Guarantors against the Holders arising out of or based upon this Agreement and the transactions contemplated herein shall be brought solely in a U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, and the Company and the Guarantors shall not initiate or seek to initiate, in any other jurisdiction other than in such New York courts, any action, suit or proceeding against the Holders arising out of or based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Guarantors hereunder to the jurisdiction of such New York courts or the designation, pursuant to this Section 6(g), of the laws of the State of New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Seagate Technology Holdings PLC)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the ParentGuarantors, jointly and severally, agree that: (ai) Any suit, action or proceeding against the Company, STX Company or the Parent any Guarantor arising out of or relating to this Indenture and the Notes Agreement may be instituted in any state or U.S. federal Federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent each Guarantor irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent Guarantors each irrevocably waiveswaive, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the CompanyCompany and/or the Guarantors, STX or the Parent as applicable, and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is Guarantors, as applicable, are subject by a suit upon such judgment; provided that service of process is effected upon the CompanyCompany and/or the Guarantors, STX or the Parent as applicable, in the manner provided by this Section 11.146(h). (bii) The Company[reserved] (iii) Any action, STX suit or proceeding brought by the Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer as its authorized agent (Guarantors against the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding Holders arising out of or relating to based upon this Indenture or Agreement and the transactions contemplated herein which may shall be instituted brought solely in any a U.S. Federal or state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action Company and the Guarantors shall not initiate or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed seek to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemedinitiate, in every respect, effective service of process upon the Company, STX and the Parent. Notwithstanding the foregoingany other jurisdiction other than in such New York courts, any action involving action, suit or proceeding against the Company, STX or the Parent Holders arising out of or relating based upon this Agreement and the transactions contemplated herein. The foregoing shall apply, without limitation, to any action seeking to obtain any injunction or declaratory judgment against the enforcement of, or a declaratory judgment concerning, any claim by the Holders in respect of this Agreement and any transaction contemplated herein, and any action challenging the enforceability of or seeking to invalidate in any respect the submission by the Company and the Guarantors hereunder to the jurisdiction of such New York courts or the designation, pursuant to this IndentureSection 6(g), of the Notes and laws of the Registration Rights Agreement may be instituted in any court State of competent jurisdiction in any other jurisdiction. New York as the law applicable to this Agreement. (iv) The provisions of this Section 11.14 6(g) shall survive any termination or cancellation of this IndentureAgreement. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Brocade Communications Systems Inc)

Consent to Jurisdiction; Appointment of Agent for Service of Process. The Company, STX Company and the Parent, jointly and severally, agree that: (a) Any suit, action or proceeding against the Company, STX Company or the Parent arising out of or relating to this Indenture and the Notes may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and any appellate court from any thereof, and the Company, STX Company and the Parent irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company, STX Company and the Parent irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture, the Notes and the Registration Rights Agreement, including such actions, suits or proceedings relating to the securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, STX Company or the Parent and may be enforced in any court to the jurisdiction of which the Company, STX Company or the Parent is subject by a suit upon such judgment; provided that service of process is effected upon the Company, STX Company or the Parent in the manner provided by this Section 11.14. (b) The Company, STX Company and the Parent has appointed Seagate Technology (US) Holdings, Inc., located at 00000 Xxxx Xxxx, Xxxxxxx, XX 00000, Attn: Chief Legal Officer Inc. as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Indenture or the transactions contemplated herein which may be instituted in any state or U.S. federal court in the Borough of Manhattan, The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Seagate Technology (US) Holdings, Inc. has accepted such appointment and has agreed to act as said agent for service of process. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company, STX Company and the Parent. Notwithstanding the foregoing, any action involving the Company, STX Company or the Parent arising out of or relating to this Indenture, the Notes and the Registration Rights Agreement may be instituted in any court of competent jurisdiction in any other jurisdiction. The provisions of this Section 11.14 shall survive any termination or cancellation of this Indenture. (f) Section 11.17 of the Indenture is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Indenture (Seagate Technology PLC)

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