Common use of Consent to Service Clause in Contracts

Consent to Service. Each of the Company and the Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Company or the Guarantor brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or becomes entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Luxembourg or the Republic of Italy. Each of the Company and the Guarantor has appointed Telecom Italia Sparkle of North America Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. Each of the Company and the Guarantor represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or the Guarantor shall be deemed, in every respect, effective service of process upon the Company or the Guarantor, as applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (Telecom Italia S P A), Underwriting Agreement (Telecom Italia S P A)

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Consent to Service. Each Subject to Xxxxxxxxx 00, xxx Xxxxxxxx hereby appoints the Embassy of the Company and the Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Company or the Guarantor brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or becomes entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Luxembourg or the Republic of Italy. Each of Argentina in the Company and the Guarantor has appointed Telecom Italia Sparkle of North America Inc.United Kingdom, 000 at its office located at 00 Xxxxx Xxxxxx, 00xx XxxxxXxxxxx, Xxx X0X 0XX, Xxxxxx Xxxxxxx, and, if such person is not maintained by the Republic as its agent for such purpose, the Republic will appoint the Embassy of the Republic of Argentina in the United Kingdom, presently located at 00 Xxxxx Xxxxx Xxxx, Xxx XxxxXxxxxx, 00000X0X 0XX, Xxxxxx Xxxxxxx, to act as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such Related Proceeding or any action arising out of or based on this Agreement proceeding to enforce or the transactions contemplated hereby which may be instituted execute any Related Judgment brought against it in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect theretoEnglish Court. Such appointment shall be irrevocable. Each irrevocable until the Expiration Date, and not before all amounts due hereunder have been provided to the Trustee pursuant to the terms hereof and the Trustee has given notice to the Holders in accordance with the terms hereof of the Company and availability of such amounts for payment to the Guarantor represents and warrants that Holders, except that, if for any reason, such Authorized Agent ceases to be able to act as Authorized Agent or to have an address in the City of London, the Republic will appoint another person in the City of London, selected in its discretion, as such Authorized Agent. Prior to the date of issuance of any further Securities of this Series, the Republic shall obtain the consent of the Authorized Agent has agreed to act its appointment as such agent for service Authorized Agent, a copy of process and agrees which acceptance it shall provide to the Trustee. The Republic shall take any and all action, including the filing of any and all documents and instruments, instruments that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written at the address indicated above, as such address may be changed within the City of London, by notice of such service given by the Authorized Agent to the Company or the Guarantor each party hereto, shall be deemed, in every respect, effective service of process upon the Company Republic. Nothing in this Paragraph 18 shall affect the right of the Trustee or (in connection with legal action or proceedings by any Holder as permitted by the Guarantor, as applicableIndenture and this Security) any Holder to serve legal process in any other manner permitted by law or affect the right of the Trustee or any such Holder to bring any action or proceeding against the Republic or its property in the courts of other jurisdictions. The appointment and acceptance of jurisdiction set out in Paragraphs 17 and 18 above are intended to be effective upon execution of this Security without further act by the Republic before any such court and introduction of a true copy of this Security into evidence shall be conclusive and final evidence of such waiver.

Appears in 1 contract

Samples: Global Security (Republic of Argentina)

Consent to Service. Each The Republic hereby irrevocably submits to the jurisdiction of any State or Federal court sitting in the Borough of Manhattan, The City of New York and of the Company and courts of the Guarantor irrevocably (i) agrees that Republic sitting in Reykjavik, Iceland in respect of any legal suit, action or proceeding against the Company or the Guarantor brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon on this Agreement or the transactions contemplated hereby Securities which may be instituted in any New York Courtby the Fiscal Agent or the holder of a Security, (ii) waives, to as the fullest extent it case may effectively do so, be. The Republic hereby waives irrevocably any objection which it may now or hereafter might have to the laying of venue of any such proceeding and (iii) submits court in respect of any such action and, to the non-exclusive jurisdiction of such courts in any such suitextent permitted by law, action or proceeding. Each of the Company and the Guarantor irrevocably waives and agrees not to plead any immunity to jurisdiction to which it may might otherwise be entitled or becomes entitled (including sovereign immunity, immunity to pre-judgment and immunity from prejudgment attachment, post-judgment postjudgment attachment and execution) in any legal suitsuch action based upon the Securities, except for any action related to real property and buildings and the contents thereof owned by the Ministry of Foreign Affairs and situated outside the Republic or proceeding Iceland and assets, including the assets of the Central Bank of Iceland, necessary for the proper functioning of the Republic or Iceland as a sovereign power. However, the Republic does not consent to service or waive sovereign immunity with respect to actions brought against it arising out under United States Federal securities laws or any State securities laws. The Republic hereby appoints the consul general of or based on the Agreement or the transactions contemplated hereby which is instituted Republic in any The City of New York Court at his or in any competent court in Luxembourg or the Republic of Italy. Each of the Company and the Guarantor has appointed Telecom Italia Sparkle of North America Inc., her office currently located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx 00000, as its authorized agent (the “Authorized Agent”) upon whom which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter State or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such Federal court in respect the Borough of any such actionManhattan, and waives any other requirements The City of or objections to personal jurisdiction with respect theretoNew York. Such appointment shall be irrevocable. Each If the consul general of the Company and the Guarantor represents and warrants that the Authorized Agent has agreed Republic ceases to be able to act as Authorized Agent or no longer has an address in the Borough of Manhattan, The City of New York, the Republic shall appoint another person (which may be the Fiscal Agent) in the Borough of Manhattan, The City of New York, selected in the Republic’s discretion, as such agent for service of process and agrees to Authorized Agent. The Republic will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company Republic (mailed or delivered to the Guarantor Republic at its address specified in Section 13 of this Agreement) shall be deemed, in every respect, effective service of process upon the Company Republic. The foregoing submission to jurisdiction, waivers and appointment shall not apply to any action based upon the United States Federal Securities laws or any state securities laws. The Republic agrees that the GuarantorFiscal Agent shall only be subject to the jurisdiction of the federal and state courts located in the Borough of Manhattan, as applicableCity, County and State of New York, for any proceeding involving the Fiscal Agent, and the Republic irrevocably waives any objection to venue or inconvenient forum for any proceeding brought in any such court.

Appears in 1 contract

Samples: Fiscal Agency Agreement

Consent to Service. Each Submission to Jurisdiction. The Company, by the execution and delivery of this Agreement, designates and appoints Tim Perrott at Spacenet Inc., 1750 Old Meadow Road, McLean, Virgina 20000, xx xxe authorized agent of the Company, upon whom process may be served in any suit, proceeding or other action against the Company in any federal or state court sitting in the county of New York based upon this Indenture the Securities or the Security Documents, instituted by any Person, or in any other action against the Company brought by any Person, in any federal or state court sitting in the county of New York, arising out of the purchase or sale of the Securities or with respect to the Company's obligations under this Indenture, the Securities or the Security Documents and the Guarantor Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to nonexclusive personal jurisdiction of any such court in respect of any such suit, proceeding or other action. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the United States reasonably acceptable to the Trustee shall have been appointed by the Company, such successor shall have accepted such appointment, and written notice thereof shall have been given to the Trustee and the Noteholders. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment or such substitute designation or appointment in full force and effect. The Company represents to the Trustee that it has notified the process agent of such designation and appointment and that the process agent has accepted the same in writing. The Company hereby irrevocably (i) authorizes and directs the process agent to accept such service. The Company further agrees that service of process upon its authorized agent or successor (and written notice of said service to the Company) shall be deemed in every respect personal service of process upon the Company in any legal such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion, action or proceeding against cannot be made in the Company or the Guarantor brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby manner described above, such service may be instituted made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any New York Court, (ii) waives, to the fullest extent successor convention or treaty. The Company hereby irrevocably waives any objection that it may effectively do so, any objection which it may now have or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or becomes entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Luxembourg or the Republic of Italy. Each of the Company and the Guarantor has appointed Telecom Italia Sparkle of North America Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement Indenture or the transactions contemplated hereby which may be instituted Securities or otherwise relating to the issuance and sale of the Securities in any federal or state court sitting in the county of New York Court by York, and hereby further irrevocably waives any Underwriter claim that any such action or by any person who controls any Underwriter, expressly consents to the jurisdiction of proceeding in any such court has been brought in respect an inconvenient forum. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action, action or proceeding arising out of the foregoing rendered by any such federal court or state court shall be conclusive and waives may be enforced in any other requirements of jurisdiction by suit on the judgment or objections to personal jurisdiction with respect theretoin any other manner provided by law. Such appointment Nothing contained in this Indenture shall be irrevocable. Each affect or limit the right of the Company and Trustee or the Guarantor represents and warrants that the Authorized Agent has agreed Noteholders to act as such agent for service of serve any process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written or notice of such service motion or other application in any other manner permitted by law or limit or affect the right of the Trustee or the Noteholders to bring any action or proceeding against the Company or any of its property in the Guarantor shall be deemedcourts of any other jurisdiction. The Company hereby agrees to the exclusive jurisdiction of the courts of the State of New York, or the federal courts sitting in the county of New York, in every respect, effective service of process upon connection with any action brought by it against the Company Trustee or the Guarantor, as applicableNoteholders.

Appears in 1 contract

Samples: Indenture (Gilat Satellite Networks LTD)

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Consent to Service. Each of the Company and the Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the Company or the Guarantor brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Company and the Guarantor irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or becomes entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on the Agreement or the transactions contemplated hereby which is instituted in any New York Court or in any competent court in Luxembourg or the Republic of Italy. Each of the Company and the Guarantor has appointed Telecom Italia Sparkle of North America America, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. Each of the Company and the Guarantor represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company or the Guarantor shall be deemed, in every respect, effective service of process upon the Company or the Guarantor, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Telecom Italia S P A)

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