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. (a) This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and the United States of America located in the County of New Castle for any action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.9 shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or the United States of America located in the County of New Castle, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (c) Not later than five days after the date hereof, each Holder shall provide notice to the other parties of a person or entity reasonably satisfactory to the Company who or which has been designated, appointed and empowered by such Holder as its designee, appointee and agent to receive and accept 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 action, suit or proceeding brought against such Holder in any such United States federal or state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each Holder futher agrees that, if it fails to give such CUSIP No. 00000X000 Schedule 13D Page 51 of 55 notice timely, then unless and until such notice is provided, service on Corporation Trust Company, with offices currently at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 shall be sufficient for all purposes hereunder. If for any reason such designee, appointee and agent hereunder shall thereafter cease to be available to act as such, such Holder agrees to designate a new designee, appointee and agent in the State of Delaware on the terms and for the purposes of this Section 8.7 reasonably satisfactory to the Company. Each Holder 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 8.7 (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). Each Holder agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof. (b) Each of the parties hereto hereby Issuer and MUFG irrevocably consents and unconditionally consents agrees for the benefit of the holders of the Preferred Securities and the Underwriters that any legal action, suit or proceeding against it with respect to submit to its obligations, liabilities or any other matter arising out of or in connection with this Agreement, the exclusive jurisdiction of Preferred Securities or the Guarantee may be brought in the courts of the State of Delaware and New York or the courts of the United States of America located in the County of New Castle for York and any action appellate court from any thereof and, until all amounts due and to become due in respect of all the Preferred Securities have been paid, or until any such legal action, suit or proceeding arising out commenced prior to such payment has been concluded, hereby irrevocably consents and irrevocably submits to the non-exclusive jurisdiction of or relating each such court in person and generally and unconditionally with respect to this Agreement and the transactions contemplated hereby (and agrees not to commence any action action, suit or proceeding relating thereto except for themselves and in such courts)respect of their properties, assets and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.9 shall be effective service of process for any action or proceeding brought against it in any such court. revenues. (b) Each of the parties hereto Issuer and MUFG hereby irrevocably designates, appoints and unconditionally waives any objection to empowers Mitsubishi UFJ Financial Group, Inc., Corporate Governance Division for the laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts United States, Attention: Xxxxxx X. Hand, Esq., General Counsel, with offices currently at 1251 Avenue of the State of Delaware or the United States of America located in the County of New CastleAmericas, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (c) Not later than five days after the date hereofXxx Xxxx, each Holder shall provide notice to the other parties of a person or entity reasonably satisfactory to the Company who or which has been designatedXxx Xxxx 00000-0000, appointed and empowered by such Holder as its designee, appointee and agent to receive receive, accept and accept 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 action, suit or proceeding brought against such Holder it in any such United States federal 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 Agreement, the Preferred Securities, the Guarantee 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 Mitsubishi UFJ Financial Group, Inc., 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 the Issuer, MUFG or any other person or entity. Each Holder futher agrees thatof the Issuer and MUFG represents to each Underwriter that it has notified Mitsubishi UFJ Financial Group, if it fails to give Inc., Corporate Governance Division for the United States of such CUSIP No. 00000X000 Schedule 13D Page 51 of 55 notice timelydesignation, then unless appointment and until such notice is providedempowerment and that Mitsubishi UFJ Financial Group, service on Corporation Trust CompanyInc., with offices currently at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 shall be sufficient Corporate Governance Division for all purposes hereunderthe United States has accepted the same. If for any reason such designee, appointee and agent hereunder shall thereafter cease to be available to act as such, such Holder each of the Issuer and MUFG agrees to designate a new designee, appointee and agent in the State County of Delaware New York on the terms and for the purposes of this Section 8.7 reasonably 14 satisfactory to the CompanyUnderwriters. Each Holder of the Issuer and 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 the Company it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 8.7 14 (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. Each Holder of the Issuer and MUFG agrees that the failure of any such designee, appointee and agent to give any notice of such service to them 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 service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or 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. Each of the Issuer and 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 of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement, the Preferred Securities or the Guarantee brought in the United States federal courts located in the County of 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 such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 14 shall survive any termination of this Agreement, in whole or in part.

Consent to Jurisdiction; Appointment of Agent for Service of Process. (a) This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and the United States of America located in the County of New Castle for any action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.9 shall be effective service of process for any action or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or the United States of America located in the County of New Castle, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (c) Not later than five days after the date hereof, each Holder shall provide notice to the other parties of a person or entity reasonably satisfactory to the Company who or which has been designated, appointed and empowered by such Holder as its designee, appointee and agent to receive and accept 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 action, suit or proceeding brought against such Holder in any such United States federal or state court with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each Holder futher agrees that, if it fails to give such CUSIP No. 00000X000 Schedule 13D Page 51 of 55 notice timely, then unless and until such notice is provided, service on Corporation Trust Company, with offices currently at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 shall be sufficient for all purposes hereunder. If for any reason such designee, appointee and agent hereunder shall thereafter cease to be available to act as such, such Holder agrees to designate a new designee, appointee and agent in the State of Delaware on the terms and for the purposes of this Section 8.7 reasonably satisfactory to the Company. Each Holder 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 8.7 (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). Each Holder agrees that the failure of any such designee, appointee and agent to give any notice of such service to them shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

Consent to Jurisdiction; Appointment of Agent for Service of Process. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (a“Related Proceedings”) This Agreement shall may be construed and enforced instituted in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the federal courts of the State of Delaware and the United States of America located in the City and County of New Castle for any action York, Borough of Manhattan, or proceeding arising out the courts of or relating to this Agreement the State of New York in each case located in the City and County of New York, Borough of Manhattan (collectively, the transactions contemplated hereby (and agrees not to commence any action or proceeding relating thereto except in such courts“Specified Courts”), and further agrees that service each party irrevocably submits to the non-exclusive jurisdiction of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.9 shall be effective service of process for any action or proceeding brought against it such courts in any such courtsuit, action or proceeding. Each of the The parties hereto hereby irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or the United States of America located in the County of New Castle, Specified Courts and hereby further irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company has irrevocably appointed Toyota Motor North America, Inc., located at 0000 Xxxxxxxxxxxx Xx. (c) Not later than five days after the date hereof, each Holder shall provide notice to the other parties of a person or entity reasonably satisfactory to the Company who or which has been designatedXxxxx, appointed and empowered by such Holder XX 00000, as its designee, appointee and authorized agent to receive and accept for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that (the “Authorized Agent”) upon whom process may be served in any action, suit or proceeding brought against such Holder Related Proceeding which may be instituted in any such United States federal Specified Court by any Underwriter or state court with respect to by any person who controls any Underwriter. The Company represents and warrants that its obligations, liabilities or any other matter arising out of or in connection with this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each Holder futher agrees that, if it fails to give such CUSIP No. 00000X000 Schedule 13D Page 51 of 55 notice timely, then unless and until such notice is provided, service on Corporation Trust Company, with offices currently at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 shall be sufficient for all purposes hereunder. If for any reason such designee, appointee and agent hereunder shall thereafter cease to be available Authorized Agent has agreed to act as such, such Holder agrees to designate a new designee, appointee and agent in the State of Delaware on the terms and for the purposes of this Section 8.7 reasonably satisfactory to the Company. Each Holder 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 and agrees to in this Section 8.7 (whether or not take any and all action, including the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service). Each Holder agrees that the failure filing of any and all documents and instruments, that may be necessary to continue such designee, appointee appointment in full force and agent to give any effect as aforesaid. Service of process upon the respective Authorized Agent and written notice of such service mailed or delivered to them the Company at the address of the Company provided in Section 14 hereof shall not impair or affect be deemed in any way every respect, effective service of process upon the validity of such service or any judgment rendered in any action or proceeding based thereonCompany.