Common use of Consent to Jurisdiction; Waiver Clause in Contracts

Consent to Jurisdiction; Waiver. (a) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located in Miami, Florida for any action, dispute, suit or proceeding arising out of or relating to this Agreement (and the parties agree not to commence any action, suit or proceeding relating thereto except in such court). The parties hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such action, dispute, suit or proceeding arising out of or relating to this Agreement in such court, the lack of jurisdiction of such court or any defense of inconvenient forum for the maintenance of such action, dispute, suit or proceeding. Each party hereto agrees that a judgment in any such action, dispute, suit or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each party hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 11.9. (c) Each party to this Agreement waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any action, dispute, suit or proceeding directly or indirectly arising out of, under or in connection with this Agreement or any transaction contemplated in this Agreement. Each party (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would seek to avoid that foregoing waiver in the event of any action, dispute, suit or proceeding and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this Section 11.8.

Consent to Jurisdiction; Waiver. (a) The Each of the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and unconditionally: (a) submits for itself and its property in any federal or state court located in Miami, Florida for any action, dispute, suit legal action or proceeding arising out of or relating to this Agreement (and the parties agree not other Loan Documents to commence which it is a party, or for recognition and enforcement of any action, suit or proceeding relating thereto except judgment in such court). The parties hereby irrevocably and unconditionally waiverespect thereof, to the fullest extent permitted by applicable Lawnon-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection which they that it may now or hereafter have to the laying of venue of any such action, dispute, suit action or proceeding arising out of or relating to this Agreement in such court, the lack of jurisdiction of any such court or any defense of that such action or proceeding was brought in an inconvenient forum for court and agrees not to plead or claim the maintenance of such action, dispute, suit or proceeding. Each party hereto same; (c) agrees that a judgment service of process to any Credit Party in any such action, dispute, suit action or proceeding may be enforced effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent Borrower at its address set forth in Section 13.1.2 or at such other jurisdictions by suit address of which the Administrative Agent shall have been notified pursuant thereto, it being agreed that, for purposes of this Agreement, the Parent Borrower is hereby appointed as the agent for each Guarantor and each Subsidiary Borrower to receive on its behalf and its property service of copies of the judgment summons and complaint and any other process which may be served in any such action or court; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner provided permitted by Law.law or shall limit the right to xxx in any other jurisdiction; (be) Each party hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 11.9. (c) Each party to this Agreement waives, to the fullest maximum extent permitted not prohibited by applicable Applicable Law, any right it may have to a trial by jury claim or recover in respect any legal action or proceeding referred to in this Section 13.4 any special, indirect, consequential or punitive damages (as opposed to direct or actual damages); and (f) to the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, dispute, suit or proceeding directly proceeding, from jurisdiction of any court or indirectly arising out offrom set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees, to the extent permitted by Applicable Law, not to plead or claim such immunity in respect of its Obligations under or in connection with this Agreement or and any transaction contemplated in this Agreement. Each party (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would seek to avoid that foregoing waiver in the event of any action, dispute, suit or proceeding and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this Section 11.8Note.

Consent to Jurisdiction; Waiver. (a) The Each of the parties hereto hereby irrevocably submit and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any federal or state court located in Miami, Florida for thereof; (b) consents that any action, dispute, suit such action or proceeding arising out of or relating to this Agreement (and the parties agree not to commence any action, suit or proceeding relating thereto except may be brought in such court). The parties hereby irrevocably courts and unconditionally waive, to the fullest extent permitted by applicable Law, waives any objection which they that it may now or hereafter have to the laying of venue of any such action, dispute, suit action or proceeding arising out of or relating to this Agreement in such court, the lack of jurisdiction of any such court or any defense of that such action or proceeding was brought in an inconvenient forum for court and agrees not to plead or claim the maintenance of such action, dispute, suit or proceeding. Each party hereto same; (c) agrees that a judgment service of process to any Credit Party in any such action, dispute, suit action or proceeding may be enforced effected by mailing a copy thereof by registered or certified mail (or any substantially similar form 110599275_6 of mail), postage prepaid, to the Parent Borrower at its address set forth in Section 13.1(b) or at such other jurisdictions by suit address of which the Administrative Agent shall have been notified pursuant thereto, it being agreed that, for purposes of this Agreement, the Parent Borrower is hereby appointed as the agent for each Guarantor and each Subsidiary Borrower to receive on its behalf and its property service of copies of the judgment summons and complaint and any other process which may be served in any such action or court; Notwithstanding the above, each Foreign Subsidiary Borrower hereby irrevocably designates the Parent Borrower, having an office at its address set forth in Section 13.1(b) or at such other address of which the Administrative Agent shall have been notified pursuant thereto (the “Process Agent”), as its designee, appointee and agent to receive, for and on its behalf, service of process in such jurisdiction in any legal action or proceeding with respect to such Foreign Subsidiary Borrower’s obligations hereunder, and such service shall be deemed complete upon delivery thereof to the Process Agent. For the aforementioned Process Agent’s services, each Foreign Subsidiary Borrower hereby agrees to grant a notarized special power of attorney to the Process Agent on terms acceptable to the Administrative Agent; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner provided permitted by Law.law or shall limit the right to xxx in any other jurisdiction; (be) Each party hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 11.9. (c) Each party to this Agreement waives, to the fullest maximum extent permitted not prohibited by applicable Applicable Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.4 any special, indirect, consequential or punitive damages (as opposed to direct or actual damages), provided, however, that nothing contained in this clause (e) shall limit the obligations of the Parent Borrower to the extent such special, indirect, consequential or punitive damages are included in a trial by jury in respect claim for which an Indemnitee is otherwise entitled to indemnification under Section 13.2; and (f) to the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, dispute, suit or proceeding directly proceeding, from jurisdiction of any court or indirectly arising out offrom set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees, to the extent permitted by Applicable Law, not to plead or claim such immunity in respect of its Obligations under or in connection with this Agreement or and any transaction contemplated in this Agreement. Each party (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would seek to avoid that foregoing waiver in the event of any action, dispute, suit or proceeding and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this Section 11.8Note.

Consent to Jurisdiction; Waiver. (a) The Each of the parties hereto hereby irrevocably submit to the exclusive jurisdiction of and unconditionally: (a) submits for itself and its property in any federal or state court located in Miami, Florida for any action, dispute, suit legal action or proceeding arising out of or relating to this Agreement (and the parties agree not other Loan Documents to commence which it is a party, or for recognition and enforcement of any action, suit or proceeding relating thereto except judgment in such court). The parties hereby irrevocably and unconditionally waiverespect thereof, to the fullest extent permitted by applicable Lawnon-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection which they that it may now or hereafter have to the laying of venue of any such action, dispute, suit action or proceeding arising out of or relating to this Agreement in such court, the lack of jurisdiction of any such court or any defense of that such action or proceeding was brought in an inconvenient forum for court and agrees not to plead or claim the maintenance of such action, dispute, suit or proceeding. Each party hereto same; (c) agrees that a judgment service of process to any Credit Party in any such action, dispute, suit action or proceeding may be enforced effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent Borrower at its address set forth in Section 13.1 or at such other jurisdictions by suit address of which the Administrative Agent shall have been notified pursuant thereto, it being agreed that, for purposes of this Agreement, the Parent Borrower is hereby appointed as the agent for each Guarantor and each Subsidiary Borrower to receive on its behalf and its property service of copies of the judgment summons and complaint and any other process which may be served in any such action or court; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner provided permitted by Law.law or shall limit the right to xxx in any other jurisdiction; (be) Each party hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 11.9. (c) Each party to this Agreement waives, to the fullest maximum extent permitted not prohibited by applicable Lawlaw, any right it may have to a trial by jury claim or recover in respect any legal action or proceeding referred to in this Section any exemplary or punitive damages; and (f) To the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, dispute, suit or proceeding directly proceeding, from jurisdiction of any court or indirectly arising out offrom set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees, to the extent permitted by Applicable Law, not to plead or claim such immunity in respect of its obligations under or in connection with this Agreement or and any transaction contemplated in this Agreement. Each party (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would seek to avoid that foregoing waiver in the event of any action, dispute, suit or proceeding and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this Section 11.8Note.

Consent to Jurisdiction; Waiver. (a) The Each of the parties hereto hereby irrevocably submit and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any federal or state court located in Miami, Florida for thereof; (b) consents that any action, dispute, suit such action or proceeding arising out of or relating to this Agreement (and the parties agree not to commence any action, suit or proceeding relating thereto except may be brought in such court). The parties hereby irrevocably courts and unconditionally waive, to the fullest extent permitted by applicable Law, waives any objection which they that it may now or hereafter have to the laying of venue of any such action, dispute, suit action or proceeding arising out of or relating to this Agreement in such court, the lack of jurisdiction of any such court or any defense of that such action or proceeding was brought in an inconvenient forum for court and agrees not to plead or claim the maintenance of such action, dispute, suit or proceeding. Each party hereto same; (c) agrees that a judgment service of process to any Credit Party in any such action, dispute, suit action or proceeding may be enforced effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Parent Borrower at its address set forth in Section 13.1(b) or at such other jurisdictions by suit address of which the Administrative Agent shall have been notified pursuant thereto, it being agreed that, for purposes of this Agreement, the Parent Borrower is hereby appointed as the agent for each Guarantor and each Subsidiary Borrower to receive on its behalf and its property service of copies of the judgment summons and complaint and any other process which may be served in any such action or court; Notwithstanding the above, each Foreign Subsidiary Borrower hereby irrevocably designates the Parent Borrower, having an office at its address set forth in Section 13.1(b) or at such other address of which the Administrative Agent shall have been notified pursuant thereto (the “Process Agent”), as its designee, appointee and agent to receive, for and on its behalf, service of process in such jurisdiction in any legal action or proceeding with respect to such Foreign Subsidiary Borrower’s obligations hereunder, and such service shall be deemed complete upon delivery thereof to the Process Agent. For the aforementioned Process Agent’s services, each Foreign Subsidiary Borrower hereby agrees to grant a notarized special power of attorney to the Process Agent on terms acceptable to the Administrative Agent; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner provided permitted by Law.law or shall limit the right to xxx in any other jurisdiction; (be) Each party hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 11.9. (c) Each party to this Agreement waives, to the fullest maximum extent permitted not prohibited by applicable Applicable Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.4 any special, indirect, consequential or punitive damages (as opposed to direct or actual damages), provided, however, that nothing contained in this clause (e) shall limit the obligations of the Parent Borrower to the extent such special, indirect, consequential or punitive damages are included in a trial by jury in respect claim for which an Indemnitee is otherwise entitled to indemnification under Section 13.2; and (f) to the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, dispute, suit or proceeding directly proceeding, from jurisdiction of any court or indirectly arising out offrom set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees, to the extent permitted by Applicable Law, not to plead or claim such immunity in respect of its Obligations under or in connection with this Agreement or and any transaction contemplated in this Agreement. Each party (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would seek to avoid that foregoing waiver in the event of any action, dispute, suit or proceeding and (b) acknowledges that it and the other party hereto have been induced to enter into this Agreement, by, among other things, the mutual waivers and certifications in this Section 11.8Note.