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

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions shall be brought exclusively in federal or state courts located in the state of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that (a) With respect to any suitAction resulting from, action relating to or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection withthis Agreement, the Transaction Documents or the Transactions shall be rights and obligations arising hereunder, brought exclusively in federal by any party hereto or state courts located in the state of New Yorkits successors or assigns, and each of the parties hereby hereto irrevocably consents and unconditionally submits to the exclusive jurisdiction of such courts (the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or, only if the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waivesDelaware Court of Chancery declines to accept jurisdiction over a particular Action, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue exclusive jurisdiction of any such suit action state court in the State of Delaware or proceeding in the United States District Court for Delaware (the “Designated Courts”). In any such court or that any such suitAction, action or proceeding brought in any such court has been brought in an inconvenient forum. Each each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby hereto irrevocably and unconditionally waives, waives and agrees not to assert, assert by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to the Transaction Documents or the Transactions, otherwise (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (bi) that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts execution, (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cii) that (i) the suit, action or proceeding in any such court Action is brought in an inconvenient forum, (iiiii) that the venue of such suitAction is improper, action (iv) that such Action should be transferred or removed to any court other than the Designated Courts, or should be stayed by reason of the pendency of some other proceeding is improper in any other court other than the Designated Courts, or (iiiv) the Transaction Documents, that this Agreement or the subject matter hereof, hereof may not be enforced in or by the Designated Courts. Each of the parties hereto hereby agrees not to commence any such courtsAction other than before the Designated Courts. Each of the parties hereto also hereby agrees that any final and unappealable judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such judgment may be enforced in any court of competent jurisdiction, either within or outside of the U.S. A certified or exemplified copy of such judgment shall be conclusive evidence of the fact and amount of such judgment. With respect to any Action for which it has submitted to jurisdiction pursuant to this Section 8.10(a), each party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 8.2 hereof. Nothing in this Section 8.10(a) shall affect the right of any party to serve process in any other manner permitted by Law. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in the State of Delaware for any purpose except with respect to any Action resulting from, relating to or arising out of this Agreement or (b) be deemed to confer rights on any Person other than the respective parties to this Agreement.

Consent to Jurisdiction; Service of Process. The parties hereto Each of the Parties hereby irrevocably agree acknowledges and consents that any suit, legal action or proceeding seeking brought with respect to enforce any provision of, of the obligations arising under or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions relating to this Agreement shall be brought exclusively in federal or state courts located in the state courts of New Yorkthe State of Delaware, or if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, as the Party bringing such action or proceeding may elect, and each of the parties Parties hereby irrevocably consents submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in aforesaid courts. Each Party hereby further irrevocably waives any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or claim that any such suit, action or proceeding brought in any courts lack jurisdiction over such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesParty, and agrees not to assertplead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any such action or proceeding by way the mailing of motion copies thereof by registered or as a defensecertified mail, counterclaim postage prepaid, to such Party, at its address for notices set forth in Section 10.2 of this Agreement, such service to become effective ten (10) days after such mailing. Each Party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or otherwise, claim in any action or proceeding arising out commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or relating ineffective. Subject to Section 10.3(d) of this Agreement, the Transaction Documents or foregoing shall not limit the Transactions, (a) rights of a Party to serve process in any claim that it is other manner permitted by law. The foregoing consents to jurisdiction shall not personally subject constitute general consents to the jurisdiction service of the courts in New York as described herein process for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) purpose except as provided above and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may shall not be enforced in or by such courtsdeemed to confer rights on any Person other than the Parties to this Agreement.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any suit, Any legal action or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York and, by execution and delivery of this Amendment, each Loan Party executing this Amendment hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Amendment shall limit the right of Administrative Agent to commence any proceeding in the federal or state courts located in the state of New York, and each of the parties hereby irrevocably consents any other jurisdiction to the exclusive jurisdiction of extent Administrative Agent determines that such courts action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waivesand, to the fullest extent permitted by lawset forth in any other Loan Document, each other Loan Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it any of them may now or hereafter have to the laying of the venue bringing of any such suit action or proceeding in such jurisdictions. Each Loan Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such court or that service in any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties agrees not United States with respect to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding otherwise arising out of or relating in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction address of the courts Borrower specified in New York the Credit Agreement (and shall be effective when such mailing shall be effective, as described herein for any reason, (b) provided therein). Each Loan Party agrees that it or its property is exempt or immune from jurisdiction of a final judgment in any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Nothing contained in this Section VI.C shall affect the right of Administrative Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Loan Party in any other jurisdiction.

Consent to Jurisdiction; Service of Process. The parties hereto Each of the Parties hereby irrevocably agree acknowledges and consents that any suit, legal action or proceeding seeking brought with respect to enforce any provision of, of the obligations arising under or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions relating to this Agreement shall be brought exclusively in federal or state courts located in the state courts of New Yorkthe State of Delaware, or if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, as the Party bringing such action or proceeding may elect, and each of the parties Parties hereby irrevocably consents submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in aforesaid courts. Each Party hereby further irrevocably waives any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or claim that any such suit, action or proceeding brought in any courts lack jurisdiction over such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesParty, and agrees not to assertplead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any such action or proceeding by way the mailing of motion copies thereof by registered or as a defensecertified mail, counterclaim postage prepaid, to such Party, at its address for notices set forth in Section 9.3 of this Agreement, such service to become effective ten (10) days after such mailing. Each Party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or otherwise, claim in any action or proceeding arising out commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or relating ineffective. Subject to Section 9.4(d) of this Agreement, the Transaction Documents or foregoing shall not limit the Transactions, (a) rights of either Party to serve process in any claim that it is other manner permitted by law. The foregoing consents to jurisdiction shall not personally subject constitute general consents to the jurisdiction service of the courts in New York as described herein process for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) purpose except as provided above and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may shall not be enforced in or by such courtsdeemed to confer rights on any Person other than the Parties to this Agreement.

Consent to Jurisdiction; Service of Process. (a) The parties hereto irrevocably agree Republic agrees that any suit, action or proceeding seeking against it or its properties, assets or revenues with respect to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions this Agreement (a “Related Proceeding”) shall be brought exclusively in federal or state courts located in the state Supreme Court of the State of New York, and each County of New York; in the United States District Court for the Southern District of New York; in the High Court of Justice in London, England; or in the courts of Venezuela that sit in Caracas, as the person bringing such Related Proceeding may elect in its sole discretion, provided that if none of the parties courts specified above located in the country in which such person has elected to bring such Related Proceeding is a court that has jurisdiction of the subject matter or is otherwise competent under applicable law to hear and determine such proceeding, such Related Proceeding may be brought in such other court located in such country as shall have jurisdiction of the subject matter or be otherwise competent under applicable law to hear and determine such Related Proceeding, or if such Related Proceeding seeks relief or a judgment that is enforceable only against any of its properties, assets or revenues that are subject to the jurisdiction of any other court located in the countries listed above and is limited to the value of such properties, assets or revenues, such Related Proceeding may be brought in any such court (all such courts described in this sentence being called herein “Specified Courts”). The Republic also agrees that any judgment obtained in any of the Specified Courts arising out of any Related Proceeding may be enforced or executed in any Specified Court or any other court of competent jurisdiction whatsoever, and any judgment obtained in any such other court as a result of such enforcement or execution may be enforced or executed in any such other court of competent jurisdiction (all such courts other than Specified Courts being called herein “Other Courts”), by means of a suit on the judgment or in any other manner provided by law. The Republic hereby irrevocably consents submits to the exclusive jurisdiction of such courts (and each of the appropriate appellate courts therefromSpecified Courts for the purpose of any Related Proceeding and, solely for the purpose of enforcing or executing any judgment referred to in the preceding sentence (a “Related Judgment”), of each Specified Court and each Other Court. The agreement made by the Republic in this Section 16(a) in any such suit action with respect to jurisdiction is made solely with respect to Related Proceedings and the enforcement or proceeding execution of Related Judgments and irrevocably waives, under no circumstances shall it be interpreted as a general agreement by the Republic with respect to proceedings unrelated to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courtsAgreements.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any suit, Any legal action or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions shall this Agreement may be brought exclusively in federal or state courts located in the state courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and each delivery of this Agreement, the Pledgor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the parties aforesaid courts and hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in waives any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that right it may now or hereafter have to object to the laying of the venue of any such suit action or proceeding in any such court the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each The Pledgor hereby irrevocably designates, appoints and empowers CT Corporation System with offices on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of the parties agrees not to commence its property, service of any actionand all legal process, suit or proceeding relating thereto except in the courts described above in New Yorksummons, other than actions notices and documents which may be served in any court of competent jurisdiction such action or proceeding. If for any reason such designee, appointee and agent shall cease to enforce any judgmentbe available to act as such, decree or award rendered by any such court the Pledgor agrees to designate a new designee, appointee and agent in New York as described hereinCity on the terms and for the purposes of this provision satisfactory to the Pledgee for the Secured Parties under this Agreement. Each of The Pledgor further irrevocably consents to the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive out of any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, aforementioned courts in any such action or proceeding arising out by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to the Transaction Documents or Pledgor at its address set forth opposite its signature below. Nothing herein shall affect the Transactions, (a) right of any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal Secured Parties to serve process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought other manner permitted by law or to commence legal proceedings or otherwise proceed against the Pledgor in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courtsany other jurisdiction.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any suit, Any legal action or proceeding seeking with respect to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions shall this Agreement may be brought exclusively in federal or state courts located in the state courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and each delivery of this Agreement, the Pledgor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the parties aforesaid courts and hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in waives any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that right it may now or hereafter have to object to the laying of the venue of any such suit action or proceeding in any such court the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each The Pledgor hereby irrevocably designates, appoints and empowers CT Corporation System with 189 EXHIBIT E-3 Page 18 offices on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of the parties agrees not to commence its property, service of any actionand all legal process, suit or proceeding relating thereto except in the courts described above in New Yorksummons, other than actions notices and documents which may be served in any court of competent jurisdiction such action or proceeding. If for any reason such designee, appointee and agent shall cease to enforce any judgmentbe available to act as such, decree or award rendered by any such court the Pledgor agrees to designate a new designee, appointee and agent in New York as described hereinCity on the terms and for the purposes of this provision satisfactory to the Pledgee for the Secured Parties under this Agreement. Each of The Pledgor further irrevocably consents to the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive out of any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, aforementioned courts in any such action or proceeding arising out by the mailing of copies thereof by registered or relating certified mail, postage prepaid, to the Transaction Documents or Pledgor at its address set forth opposite its signature below. Nothing herein shall affect the Transactions, (a) right of any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal Secured Parties to serve process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought other manner permitted by law or to commence legal proceedings or otherwise proceed against the Pledgor in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courtsany other jurisdiction.

Consent to Jurisdiction; Service of Process. (a) The parties hereto Company irrevocably agree agrees that any legal suit, action or proceeding seeking to enforce against the Company brought by the Depositary or any provision ofHolder, or based on any matter arising out of or in connection with, the Transaction Documents based upon this Deposit Agreement or the Transactions shall transactions contemplated hereby, may be brought exclusively instituted in any state or federal or state courts located court in the state of New York, New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have to the laying of the venue of any such suit action or proceeding proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such court or that any such suit, action or proceeding brought in proceeding. The Company also irrevocably agrees that any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any actionlegal suit, suit action or proceeding relating thereto except against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in the courts described above a state or federal court in New York, other than actions New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be instituted by the Depositary and Holders in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described hereinthe 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 19(b) of this Deposit Agreement. Each of The Company has appointed Law Debenture Corporate Services Inc., 400 Madison Avenue, 4th Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, xx xxx xxxxxxxxxx xxxnt (the parties further agrees that notice as provided herein shall constitute sufficient service of "Authorized Agent") upon which process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, may be served in any action or proceeding arising out of or relating based on this Deposit Agreement or the transactions contemplated hereby by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as 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. The Company further hereby irrevocably consents and agrees to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction service of any such court or from and all legal process, summons, notices and documents in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the 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 ineffective 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 Section 17(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to the Company shall not impair or affect in any such court is brought in an inconvenient forum, (ii) way the venue validity of such suit, service or any judgment or award rendered in any action or proceeding is improper based thereon. If, 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 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 it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service of process so made shall be deemed completed five (iii5) days after the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courtssame shall have been so mailed.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any suitAny action, action suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to this Agreement may be instituted in connection with, the Transaction Documents any United States Federal court or the Transactions shall be brought exclusively in federal or any state courts court located in the state of New York, New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and hereto agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action such action, suit or proceeding arising out of or relating to the Transaction Documents or the Transactionsproceeding, (a) any claim that it may now or hereafter have that it is not subject personally subject to the jurisdiction of such court, that the courts in New York as described herein for any reasonaction, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action suit or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suitthe action, action suit or proceeding is improper or (iii) the Transaction Documents, that this Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt. Each of the parties hereto irrevocably submits to the jurisdiction of such court in any such action, suit or proceeding, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Each of the Sellers and Buyer hereby appoints CT Corporation System (or counsel reasonably acceptable to the parties hereto) at its principal place of business in New York, New York, or its office at such other address in New York, New York as it may furnish to the parties, as its authorized agent to accept and acknowledge on its behalf service of any and all process that may be served in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any other party hereto if given personally or by registered or certified mail, returned receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to such party as herein provided, or by personal service on such authorized agent with a copy of such process mailed to such party by first class mail or registered or certified mail, postage prepaid and return receipt requested. Nothing contained herein shall be deemed to affect the right of any party hereto to serve process in any manner permitted by law.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any suit, Any legal action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents relating to this Agreement or the Transactions shall transactions contemplated hereby may only be brought exclusively in federal or state courts located instituted in the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, in any state or federal court within the State of New YorkDelaware), and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, party waives any objection that it which such party may now or hereafter have to the laying of the venue of any such suit legal action or proceeding in any such court or that and irrevocably submits to the exclusive jurisdiction of any such suit, action or proceeding brought court in any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New Yorkproceeding. Further, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and to this Agreement (i) hereby waives to the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesextent not prohibited by applicable law, and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any such action or proceeding arising out of or relating to the Transaction Documents or the Transactionslegal proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the courts in New York as described herein for any reasonabove-named courts, (b) that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such legal action or proceeding brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or from any should be stayed by reason of the pendency of some other legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such other court is brought in an inconvenient forum, (ii) other than one of the venue of such suit, action above-named courts or proceeding is improper or (iii) the Transaction Documents, that this Agreement or the subject matter hereof, hereof may not be enforced in or by such court and (ii) hereby agrees not to commence any such legal action or proceeding other than before one of the above-named courts. Notwithstanding the previous sentence a party may commence any legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each of the parties to this Agreement hereby (A) consents to service of process in any legal action or proceeding among any of the parties hereto relating to or arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (B) agrees that service of process made in accordance with clause (A) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6(a), will constitute good and valid service of process in any such legal action or proceeding and (C) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action or legal proceeding any claim that service of process made in accordance with clause (A) or (B) does not constitute good and valid service of process.

Consent to Jurisdiction; Service of Process. The Each of the parties hereto hereto, by his or its execution of this Agreement, irrevocably agree that submits to the exclusive jurisdiction of any state or federal court sitting in the City of Los Angeles, California over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out 45 50 of or in connection with, the Transaction Documents or the Transactions shall be brought exclusively in federal or state courts located in the state of New York, and each relating to this Agreement. Each of the parties hereby irrevocably consents to the exclusive jurisdiction hereto, by his or its execution of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and this Agreement, irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such suit suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. Each of the parties hereto, by his or its execution of this Agreement, agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions that a final judgment in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper brought in such a court, after all available appeals, shall be conclusive and binding upon it. Process may be served upon any party hereto in any suit, action, counterclaim or proceeding of the nature referred to in this Section 13.6 by mailing copies thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of such party set forth in Section 13.4 or to any other address of which such party shall have given written notice to the other parties hereto as provided in this Agreement. Each of the parties hereto, by his or its execution of this Agreement, agrees that such service (iiii) shall be deemed in every respect effective service of process upon it in any such suit, action, counterclaim or proceeding, and (ii) shall to the Transaction Documentsfullest extent enforceable by law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Agreement, or any modification, waiver, or amendment hereto, shall affect the subject matter hereof, may not be enforced right of any party hereto to serve process in any manner permitted by law or by such courtslimit the right of any party hereto to bring proceedings against any party hereto in the courts of any jurisdiction or jurisdictions.

Consent to Jurisdiction; Service of Process. The parties hereto irrevocably agree that any Waiver of Jury Trial. Any suit, action or other proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Transaction Documents relating to this Agreement or the Transactions any transaction contemplated hereby shall be brought exclusively in federal or state courts located the shall be brought exclusively in the state of New York, and each Bankruptcy Court. Each of the parties Parties hereby irrevocably consents submits to the exclusive jurisdiction of such courts (and the Bankruptcy Court for the purpose of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or that any such suit, action or other proceeding. A final judgment in any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such court, and hereby 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. Each Party further agrees that service of the parties agrees not any process, summons, notice or document by U.S. registered mail to commence such Party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding relating thereto except proceeding. Nothing in this Section 11.6, however, shall affect the courts described above in New York, other than actions right of any Party to serve legal process in any court of competent jurisdiction to enforce any judgmentother manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, and agrees not to assertTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courts.THE

Consent to Jurisdiction; Service of Process. The parties hereto Each of the Parties hereby irrevocably agree acknowledges and consents that any suit, legal action or proceeding seeking brought with respect to enforce any provision of, of the obligations arising under or based on any matter arising out of or in connection with, the Transaction Documents or the Transactions relating to this Agreement shall be brought exclusively in federal or state courts located in the state courts of the State of New York, or if it has or can acquire jurisdiction, in the United States District Court for the Xxxxxxxx Xxxxxxxx xx Xxx Xxxx, as the Party bringing such action or proceeding may elect, and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the exclusive jurisdiction service of such courts (and of the appropriate appellate courts therefrom) process in any such suit action or proceeding and irrevocably waivesby the mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by lawsuch Party, at its address for notices set forth in Section 9.2 of this Agreement, such service to become effective ten days after such mailing. Each Party hereby irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any such suit action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion plead or as a defense, counterclaim or otherwise, claim in any action or proceeding arising out commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or relating ineffective. Subject to Section 9.3(d) of this Agreement, the Transaction Documents or foregoing shall not limit the Transactions, (a) rights of either Party to serve process in any claim that it is other manner permitted by law. The foregoing consents to jurisdiction shall not personally subject constitute general consents to the jurisdiction service of the courts in New York as described herein process for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) purpose except as provided above and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) the Transaction Documents, or the subject matter hereof, may shall not be enforced in or by such courtsdeemed to confer rights on any Person other than the Parties to this Agreement.

Consent to Jurisdiction; Service of Process. (a) The parties hereto Company irrevocably agree agrees that any legal suit, action or proceeding seeking to enforce against the Company brought by the Depositary or any provision ofHolder, or based on any matter arising out of or in connection with, the Transaction Documents based upon this Deposit Agreement or the Transactions shall transactions contemplated hereby, may be brought exclusively instituted in any state or federal or state courts located court in the state of New York, New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection that which it may now or hereafter have to the laying of the venue of any such suit action or proceeding proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such court or that any such suit, action or proceeding brought in proceeding. The Company also irrevocably agrees that any such court has been brought in an inconvenient forum. Each of the parties agrees not to commence any actionlegal suit, suit action or proceeding relating thereto except against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in the courts described above a state or federal court in New York, other than actions New York. Notwithstanding the foregoing, any action against the Company based on this Deposit Agreement or the transactions contemplated hereby may be instituted by the Depositary and Holders in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York the 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 19(b) of this Deposit Agreement. The Company has appointed CT Corporation System, 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as described herein. Each of its authorized agent (the parties further agrees that notice as provided herein shall constitute sufficient service of "Authorized Agent") upon which process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, may be served in any action or proceeding arising out of or relating based on this Deposit Agreement or the transactions contemplated hereby by the Depositary or any Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as 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. The Company further hereby irrevocably consents and agrees to the Transaction Documents or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction service of any such court or from and all legal process, summons, notices and documents in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the 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 ineffective 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 Section 17(b) hereof. The Company agrees that the failure of the Authorized Agent to give any notice of such service to the Company shall not impair or affect in any such court is brought in an inconvenient forum, (ii) way the venue validity of such suit, service or any judgment or award rendered in any action or proceeding is improper based thereon. If, 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 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 it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service of process so made shall be deemed completed five (iii5) days after the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courtssame shall have been so mailed.