Consent to Jurisdiction, Venue and Service of Process. Each of the Company and Executive, after having had the opportunity to consult with legal counsel, knowingly, voluntarily, intentionally, and irrevocably: (i) consents to the jurisdiction of the Court of Common Pleas, County of Trumbull, State of Ohio and the United States District Court for the Northern District of Ohio, Eastern Division with respect to any action, suit, proceeding, investigation, or claim (“Litigation”); (ii) waives any objections to the jurisdiction and venue of any Litigation in either such court; (iii) agrees not to commence any Litigation except in either of such courts and agrees not to contest the removal of any Litigation commenced in any other court to either of such courts; (iv) agrees not to seek to remove, by consolidation or otherwise, any Litigation commenced in either of such courts to any other court; and (v) waives personal service of process in connection with any Litigation and consents to service of process by registered or certified mail, postage prepaid, addressed as set forth herein.
Consent to Jurisdiction, Venue and Service of Process. The Payee and the Makers, each after having consulted or having had the opportunity to consult with legal counsel, hereby knowingly, voluntarily and intentionally, and irrevocably: (i) consent to the jurisdiction of the Common Pleas Court of Franklin County, Ohio and the United States District Court for the Southern District of Ohio, Eastern Division with respect to any Litigation; (ii) waive any objections to the venue of any Litigation in either such court; (iii) agree not to commence any Litigation except in one or the other of such courts and agree not to contest the removal of any Litigation commenced in any other court to one or the other of such courts; (iv) agree not to seek to remove, by consolidation or otherwise, any Litigation commenced in either of such courts to any other court; and (v) waives personal service of process in connection with any Litigation and consents to service of process by registered or certified mail, postage prepaid, addressed as provided in the Purchase Agreement. These provisions shall not be deemed to have been modified in any respect or relinquished by either the Payee or the Maker except by written instrument executed by all of them.
Consent to Jurisdiction, Venue and Service of Process. (a) The Borrower, after having consulted or having had the opportunity to consult with legal counsel, knowingly, voluntarily, intentionally, and irrevocably: (i) consents to the exclusive jurisdiction of the Common Pleas Court of Franklin County, Ohio and the United States District Court for the Southern District of Ohio, Eastern Division with respect to any litigation; (ii) waives any objections to the venue of any litigation in either such court, any defense of inconvenient forum to the maintenance of any such litigation in any such court and any bond (other than any appeals or supersedeas bond), surety or other security that might be required of any other party with respect to the maintenance of any such litigation in any such court (except, in the case of the Lender, as and to the extent necessary to secure IN REM jurisdiction over the property of the Borrower or any guarantor or surety of this Note, or to enforce any lien or security interest or enforce any judgment); (iii) agrees not to commence any litigation except in either of such courts and agrees not to contest the removal of any litigation commenced in any other court to either of such courts; (iv) agrees not to seek to remove, by consolidation or otherwise, any litigation commenced in either of such courts to any other court; (v) waives personal service of process in connection with any litigation and consents to service of process by registered or certified mail, postage prepaid, addressed as provided in this Note; and (vi) agrees not to contest the discretionary jurisdiction of either such court with respect to any declaratory judgment or other action in equity.
(b) These provisions shall not be deemed to have been modified in any respect or relinquished by either the Lender or the Borrower except by written instrument executed by each of them. Nothing in this Section shall be deemed to affect the right of any party to serve legal process in any manner permitted by law. The Borrower agrees that a final judgment in any litigation so brought shall be deemed to conclusive and may be enforced by suit on such judgment or in any other manner provided by applicable law.
Consent to Jurisdiction, Venue and Service of Process. Each of the Company and Executive, after having had an opportunity to consult with legal counsel, knowingly, voluntarily, intentionally, and irrevocably:
(a) consents to the jurisdiction of the courts of Xxxx County, in the State of Illinois and in the United States District Court for the Northern District of Illinois with respect to any action, suit, proceeding, investigation, or claim arising from enforcement of this Agreement (“Litigation”);
(b) waives any objections to the jurisdiction and venue of any Litigation in either such court;
(c) agrees not to commence any Litigation except in either of such courts and agrees not to contest the removal of any Litigation commenced in any other court to either of such courts;
(d) agrees not to seek to remove, by consolidation or otherwise, any Litigation commenced in either of such courts to any other court; and
(e) waives personal service of process in connection with any Litigation and consent to service of process by registered or certified mail, postage prepaid, addressed as set forth herein. These provisions will not be deemed to have been modified in any respect or relinquished by any party except by written instrument executed in accordance with Section 11.
Consent to Jurisdiction, Venue and Service of Process. The Company and the Holder irrevocably (i) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement or the Warrant issued hereunder may be brought exclusively in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, (ii) consent to the jurisdiction of each such court in any such suit, action or proceeding, and (iii) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Holder also irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the respective address set forth for such party in Section 10. The Company and the Holder agree that a final judgment in any suit, action or proceeding shall be conclusive and may be enforced in appropriate jurisdictions by suit on the judgment or in any other manner provided by law. All mailings under this Section 12 shall be by certified mail, return receipt requested.
Consent to Jurisdiction, Venue and Service of Process. The Assignee and the Assignor, each after having consulted or having had the opportunity to consult with legal counsel, hereby knowingly, voluntarily and intentionally: (i) consents to the jurisdiction of the State Court sitting in New Castle County, Delaware and the United States District Court with jurisdiction over New Castle County, Delaware with respect to any Litigation; (ii) waives any objections to the venue of any Litigation in either such court; (iii) agrees not to commence any Litigation except in one or the other of such courts and agrees not to contest the removal of any Litigation commenced in any other court to one or the other of such courts; (iv) agrees not to seek to remove, by consolidation or otherwise, any Litigation commenced in either of such courts to any other court; and (v) waives personal service of process in connection with any Litigation and consents to service of process by registered or certified mail in accordance with Applicable Law. These provisions shall not be deemed to have been modified in any respect or relinquished by either the Assignee or the Assignor except by written instrument executed by both of them. The parties have executed and delivered this Agreement effective as of the day and year first above written. ASSIGNOR: ASSIGNEE: TANKNOLOGY - NDE INTERNATIONAL, DH HOLDINGS CORP. INC. By: //s// XXX XXXXX XXXXXXX By: //s// XXXXXX X. XXXXX Its: Chairman Its: VP EXHIBIT 10.54 AMENDMENT NO. 1 TO THE NOTE, PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This Amendment No. 1 to the Note, Preferred Stock and Warrant Purchase Agreement (the "Amendment No. 1"), effective as of December 23, 1997, is entered into by and among Tanknology-NDE International, Inc. ("TNDE"), a Delaware corporation, ProEco, Inc. ("ProEco"), a Delaware corporation, Tanknology/NDE Corporation ("NDE"), a Delaware corporation, 2368692 Canada, Inc. ("Canada"), a Canadian Federal corporation, and Tanknology- NDE Construction Services, Inc. ("Construction"), a Delaware corporation (collectively referred to herein as "Sellers"), and DH Holdings Corp., a Delaware corporation ("Purchaser"). Capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Note, Preferred Stock and Warrant Purchase Agreement (the "Agreement"), dated as of December 23, 1997, by and among Sellers and Purchaser.
Consent to Jurisdiction, Venue and Service of Process. THE PAYEE AND THE MAKERS, EACH AFTER HAVING CONSULTED OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND IRREVOCABLY: (I) CONSENT TO THE JURISDICTION OF THE COMMON PLEAS COURT OF FRANKLIN COUNTY, OHIO AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO, EASTERN DIVISION WITH RESPECT TO ANY LITIGATION; (II) WAIVE ANY OBJECTIONS TO THE VENUE OF ANY LITIGATION IN EITHER SUCH COURT; (III) AGREE NOT TO COMMENCE ANY LITIGATION EXCEPT IN ONE OR THE OTHER OF SUCH COURTS AND AGREE NOT TO CONTEST THE REMOVAL OF ANY LITIGATION COMMENCED IN ANY OTHER COURT TO ONE OR THE OTHER OF SUCH COURTS; (IV) AGREE NOT TO SEEK TO REMOVE, BY CONSOLIDATION OR OTHERWISE, ANY LITIGATION COMMENCED IN EITHER OF SUCH COURTS TO ANY OTHER COURT; AND (V) WAIVES PERSONAL SERVICE OF PROCESS IN CONNECTION WITH ANY LITIGATION AND CONSENTS TO SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED AS PROVIDED IN THE PURCHASE AGREEMENT. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY EITHER THE PAYEE OR THE MAKER EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.
Consent to Jurisdiction, Venue and Service of Process. Pursuant to, and in accordance with, Section 5-1402 of the New York General Obligations Law (or any successor statute thereto), the Borrower and the Bank, irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement shall be brought in the exclusive jurisdiction of a court of record in the State of New York located in the Borough of Manhattan or in the United States District Court for the Southern District of the State of New York located in the Borough of Manhattan, (b) consent to the jurisdiction of each such court in any such suit, action or proceeding, and (c) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The Borrower and the Bank also irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the respective address set forth for such party in Section 10.04. The Borrower and the Bank agree that a final judgment in any suit, action or proceeding shall be conclusive and may be enforced in appropriate jurisdictions by suit on the judgment or in any other manner provided by law. All mailings under this Section 10.07 shall be by certified mail, return receipt requested. Nothing in this Section 10.07 shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any suit, action or proceeding against the Borrower or its property in the courts of any other jurisdiction.
Consent to Jurisdiction, Venue and Service of Process. (i) The Parties hereto agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement must be brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the State of New York (collectively the “Designated Courts”). Each Party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Agreement may be brought in any other forum. Each Party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such Party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue.
(ii) The Parties agree that delivery of any process, summons, notice or document to a party hereof in compliance with Section 7(i) of this Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the Parties have submitted to jurisdiction as set forth above.
Consent to Jurisdiction, Venue and Service of Process. HMI and Foley, each after having consulted or having had the opportunity to consxxx xith legal counsel, knowingly, voluntarily, intentionally, and irrevocably: (i) consents to the jurisdiction of the Court of Common Pleas, County of Cuyahoga, Ohio, and the United States District Court for the Northern District of Ohio with respect to any action, suit, proceeding, investigation or claim ("Litigation"); (ii) waives any objections to the jurisdiction and venue of any Litigation in either such court; (iii) agrees not to seek to transfer, by consolidation or otherwise, any Litigation commenced in either of such courts to any other court as the grounds of forum non-conveniens and (iv) waives personal service of process in connection with any Litigation and consents to service of process by registered or certified mail, postage prepaid, addressed as set forth herein. These provisions may not be modified in any respect or relinquished by any party except by written instrument executed by each of them.
