Common use of Governing Law; Jurisdiction; Service of Process Clause in Contracts

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 2 contracts

Samples: Securities Lending Authorization Agreement (IXIS Advisor Funds Trust I), Securities Lending Authorization Agreement (Loomis Sayles Funds Ii)

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Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 2 contracts

Samples: Securities Lending Authorization Agreement (Loomis Sayles Funds I), Securities Lending Authorization Agreement (IXIS Advisor Funds Trust III)

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Securities Lending Authorization Agreement (IXIS Advisor Funds Trust II)

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Securities Lending Authorization Agreement (IXIS Advisor Funds Trust IV)

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "β€œProcess Agent"”). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Securities Lending Authorization Agreement (Hansberger International Series)

Governing Law; Jurisdiction; Service of Process. (a) This Agreement Guarantee, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Guarantee or the negotiation, execution or performance of this Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Guarantee or as an inducement to enter into this Guarantee) shall be governed by, and construed construed, interpreted and enforced in accordance with with, the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles. (b) Any legal action, suit or proceeding arising out of or relating to this Guarantee or the transactions contemplated hereby shall be heard and determined exclusively in the courts of the Commonwealth of Massachusetts or the federal courts of the United States of America located in the Commonwealth of Massachusetts. Borrower Each party hereto hereby irrevocably (i) submits to the exclusive jurisdiction of any the courts of the Commonwealth of Massachusetts state or federal court sitting courts of the United States of America located in the Commonwealth of Massachusetts in respect of any action legal action, suit or proceeding arising out of or related relating to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard Guarantee and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably (ii) waives, and agrees not to the fullest extent it may effectively do soassert, the as a defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding (is brought in an inconvenient forum, that the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care venue of the Process Agent at action, suit or proceeding is improper or that this Guarantee or the above address. Borrower transactions contemplated hereby irrevocably authorizes and directs the Process Agent to accept may not be enforced in or by such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to courts. (c) Each party hereto agrees that notice or the service of any and all process in any such action action, suit or proceeding by the mailing arising out of copies of such process or relating to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, this Guarantee shall be conclusive and may be enforced properly served or delivered if delivered in other jurisdictions the manner contemplated by suit on the judgment or in any other manner provided by lawSection 7.

Appears in 1 contract

Samples: Merger Agreement (Rae Systems Inc)

Governing Law; Jurisdiction; Service of Process. (a) This Agreement Agreement, the other Financing Documents and any other agreement or documents relating thereto and the rights and obligations of the parties hereunder and thereunder shall be governed construed and construed interpreted in accordance with the laws law of the Commonwealth of Massachusetts. Borrower Each Obligor agrees that the execution of this Agreement and the other Financing Documents, and the rights and obligations of the parties hereunder and thereunder shall be deemed to have a Massachusetts situs and each Obligor shall be subject to the personal jurisdiction of the courts of the Commonwealth of Massachusetts with respect to any action the Lender, its successors or assigns, may commence hereunder or thereunder. Accordingly, each Obligor hereby specifically and irrevocably submits consents to the jurisdiction of any Massachusetts state or federal court sitting in the courts of the Commonwealth of Massachusetts with respect to all matters concerning this Agreement and the other Financing Documents, the Loans and/or any agreement, instrument or document executed or delivered in connection with this Agreement and the other Financing Documents or the enforcement of any of the foregoing. (b) The Borrower and the Guarantors each hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection that they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or related relating to this Agreement, hereby irrevocably agrees that all claims Agreement or the other Financing Documents in respect any court referred to in paragraph (a) of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal courtSection 11.09. Borrower Each of the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do sopermitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served proceeding in any such action or proceeding court. (c) The Borrower and the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also Guarantors each irrevocably consents to the service of any and all process in the manner provided for notices herein. Nothing in this Agreement will affect the right of any such action or proceeding by the mailing of copies of such party to this Agreement to serve process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law.

Appears in 1 contract

Samples: Loan Agreement (Valpey Fisher Corp)

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Governing Law; Jurisdiction; Service of Process. (a) This Agreement Agreement, the other Financing Documents and any other agreement or documents relating thereto and the rights and obligations of the parties hereunder and thereunder shall be governed construed and construed interpreted in accordance with the laws law of the Commonwealth of Massachusetts. Borrower Each Obligor agrees that the execution of this Agreement and the other Financing Documents, and the rights and obligations of the parties hereunder and thereunder shall be deemed to have a Massachusetts situs and each Obligor shall be subject to the personal jurisdiction of the courts of the Commonwealth of Massachusetts with respect to any action the Administrative Agent, LC Bank, any Lender or their respective successors or assigns may commence hereunder or thereunder. Accordingly, each Obligor hereby specifically and irrevocably submits consents to the jurisdiction of any Massachusetts state or federal court sitting in the courts of the Commonwealth of Massachusetts with respect to all matters concerning this Agreement and the other Financing Documents, the Loans, the LCs and/or any agreement, instrument or document executed or delivered in connection with this Agreement and the other Financing Documents or the enforcement of any of the foregoing. (b) Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or related relating to this Agreement, hereby irrevocably agrees that all claims Agreement or the other Financing Documents in respect any court referred to in Section 12.09(a). Each of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do sopermitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served proceeding in any such action or proceeding court. (c) The Borrower and the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also Guarantors each irrevocably consents to the service of any and all process in the manner provided for notices herein. Nothing in this Agreement will affect the right of any such action or proceeding by the mailing of copies of such party to this Agreement to serve process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided permitted by law.

Appears in 1 contract

Samples: Loan Agreement (Seracare Life Sciences Inc)

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreementagreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ ____[Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx Borrower agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Securities Lending Authorization Agreement (Pimco Funds Multi Manager Series)

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. Borrower hereby irrevocably submits to the jurisdiction of any Massachusetts state or federal court sitting in the Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Borrower hereby irrevocably appoints ____________________ [Massachusetts Person] as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding (the "Process Agent"). Such service may be made by mailing or delivering a copy of such process, in care of the Process Agent at the above address. Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, Xxxxxxxx also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in Section 16 hereof. Xxxxxxxx agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Appears in 1 contract

Samples: Securities Lending Authorization Agreement (Loomis Sayles Funds Ii)

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