Common use of Governing Law; Jurisdiction; Waiver of Jury Trial, Etc Clause in Contracts

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio State court or federal court of the United States of America sitting in the Northern District of Ohio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 7 contracts

Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.)

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Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 6 contracts

Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Note Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding proceeding, to the extent permitted by law, may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Note Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Note Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Note Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE NOTE DOCUMENTS, AGENT THE USE OF THE PROCEEDS OF THE NOTES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, NOTEHOLDER IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 4 contracts

Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, Illinois without regard to the principles of conflicts of laws thereofprinciples of Illinois law, except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of Illinois. (b) Each Guarantor The Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally submitssubmit, for itself themselves and its their respective property, to the nonexclusive jurisdiction of any Ohio Illinois State court or federal court of the United States of America sitting in the Northern District of OhioChicago, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Documents to which it is or is to be a partyDocument, or for recognition or enforcement of any judgment, and Guarantor the Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agrees agree that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio Illinois State court or, to the extent permitted by law, in such federal court. Each Guarantor The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by overnight delivery by any nationally recognized overnight delivery service, the transmission of copies of such process to the Grantor at its address specified in Section 14 hereof. The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document in the courts of any other jurisdiction. (c) Each Guarantor The Grantor 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 relating to this Guaranty Agreement or any of the other Loan Documents Document to which it is or is to be a party in any Ohio Illinois State or federal court. Guarantor The Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail THE GRANTOR AND THE LENDER (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVE ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVELOAN DOCUMENT TO WHICH IT IS A PARTY, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF THE LENDER OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, OF ITS AFFILIATES IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Appears in 4 contracts

Samples: Pledge Agreement (Retail Properties of America, Inc.), Pledge Agreement (Retail Properties of America, Inc.), Pledge Agreement (Retail Properties of America, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 4 contracts

Samples: Credit Agreement (Packaging Corp of America), Senior Secured Debtor in Possession Credit Agreement (TLC Vision Corp), Subsidiary Guaranty (Aegis Communications Group Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF THE AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 4 contracts

Samples: Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 3 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Loan Agreement (Littelfuse Inc /De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process hereby irrevocably waives all right to trial by jury in any such action action, proceeding or proceeding may be effected by mailing a copy thereof by registered counterclaim (whether based on contract, tort or certified mail (otherwise) arising out of or relating to any of the Loan Documents, the transactions contemplated thereby or the actions of any Agent or any substantially similar form of mail)Lender in the negotiation, postage prepaidadministration, to such Guarantor at its address referred to in Section 10 performance or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionenforcement thereof. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 3 contracts

Samples: Guaranty (Amvescap PLC/London/), Guaranty (Amvescap PLC/London/), Guaranty (Amvescap PLC/London/)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Accession Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned Additional Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Accession Agreement, the Term Loan Agreement, or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned Additional Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Accession Agreement, the Term Loan Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Accession Agreement, the Term Loan Agreement or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned Additional Borrower 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 relating to this Guaranty Accession Agreement, the Term Loan Agreement or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned Additional Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED ADDITIONAL BORROWER HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE FACILITY OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 3 contracts

Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.), Term Loan Agreement (Digital Realty Trust, L.P.), Term Loan Agreement (Digital Realty Trust, L.P.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Credit Agreement, the Guaranty thereunder or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Credit Agreement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 3 contracts

Samples: Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.), Credit Agreement (Campus Crest Communities, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process hereby irrevocably waives all right to trial by jury in any such action action, proceeding or proceeding may be effected by mailing a copy thereof by registered counterclaim (whether based on contract, tort or certified mail (otherwise) arising out of or relating to any of the Loan Documents, the transactions contemplated thereby or the actions of the Agent or any substantially similar form of mail)other Secured Party in the negotiation, postage prepaidadministration, to such Guarantor at its address referred to in Section 10 performance or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionenforcement thereof. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 3 contracts

Samples: Credit Agreement (Crompton & Knowles Corp), Credit Agreement (Uniroyal Chemical Co Inc), Subsidiary Guaranty (Uniroyal Chemical Co Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Accession Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned Additional Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal any Federal court of the United States of America sitting in the Northern District of OhioNew York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Accession Agreement, the Credit Agreement, or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal Federal court. Each Guarantor The undersigned Additional Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Accession Agreement, the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Accession Agreement, the Credit Agreement or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned Additional Borrower 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 relating to this Guaranty Accession Agreement, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal Federal court. Guarantor The undersigned Additional Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED ADDITIONAL BORROWER HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE FACILITY OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 2 contracts

Samples: Credit Agreement (Digital Realty Trust, L.P.), Senior Credit Agreement (Digital Realty Trust, L.P.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the U.S. Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the U.S. Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the U.S. Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the U.S. Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE CREDIT EXTENSIONS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 2 contracts

Samples: u.s. Guaranty (Nortek Inc), u.s. Guaranty (NTK Holdings, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofCalifornia. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio California State court or federal court of the United States of America sitting in the Northern District of OhioLos Angeles, California, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio California State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio California State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 2 contracts

Samples: Credit Agreement (International Rectifier Corp /De/), Credit Agreement (International Rectifier Corp /De/)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Guarantee Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Guarantee Supplement, the Security and Guarantee Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Guarantee Supplement or the Security and Guarantee Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Guarantee Supplement, the Security and Guarantee Agreement or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Guarantee Supplement, the Security and Guarantee Agreement or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE 2012 COMMITTED LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHADDITIONAL GUARANTOR]1 By Name: Title: 1 Conform signature block as appropriate for Irish or other non-U.S. entities.

Appears in 2 contracts

Samples: Five Year Revolving Credit Agreement (International Lease Finance Corp), Security and Guarantee Agreement (International Lease Finance Corp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Subsidiary Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF THE AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 2 contracts

Samples: Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 2 contracts

Samples: Subsidiary Guaranty (Aegis Communications Group Inc), Subsidiary Guaranty (Aegis Communications Group Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Note Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Subsidiary Guaranty or any other Loan Note Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Document Note Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Note Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process The undersigned hereby irrevocably waives all right to trial by jury in any such action action, proceeding or proceeding may be effected by mailing a copy thereof by registered counterclaim (whether based on contract, tort or certified mail (otherwise) arising out of or relating to any substantially similar form of mail)the note documents, postage prepaidthe advances or the actions of any noteholder in the negotiation, to such Guarantor at its address referred to in Section 10 administration, performance or at such other address of which the Administrative Agent shall have been notified pursuant thereto; andenforcement thereof. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES1. Alliance Coal, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLLC 2. Alliance Design Group, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACTLLC 3. Alliance Land, TORT OR ANY OTHER THEORY)LLC 4. EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEAlliance Properties, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTEDLLC 5. Backbone Mountain, EXPRESSLY OR OTHERWISELLC 6. CR Services, THAT SUCH LENDER WOULD NOTLLC 7. CR Machine Shop, IN THE EVENT OF LITIGATIONLLC 8. Excel Mining, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.LLC

Appears in 2 contracts

Samples: Note Purchase Agreement (Alliance Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Note Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Subsidiary Guaranty or any other Loan Note Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Document Note Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Note Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 2 contracts

Samples: Subsidiary Guaranty (Ediets Com Inc), Subsidiary Guaranty (Ediets Com Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio State court or federal court of the United States of America sitting in the Northern District of Ohio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 2 contracts

Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each The Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 2 contracts

Samples: Credit Agreement (Crompton & Knowles Corp), Credit Agreement (Uniroyal Chemical Co Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Credit Agreement, the Guaranty thereunder or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Credit Agreement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATIONADDITIONAL GUARANTOR] By Name: Title: Reference is made to the Revolving Credit Agreement dated as of August 31, SEEK TO ENFORCE THE FOREGOING WAIVER AND 2007 (Bas amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined), among Digital Realty Trust, L.P., a Maryland limited partnership, as Borrower, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties. Each “Assignor” referred to on Schedule 1 hereto (each, an “Assignor”) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYand each “Assignee” referred to on Schedule 1 hereto (each, AMONG OTHER THINGSan “Assignee”) agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as follows: 1. Such Assignor hereby sells and assigns, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHwithout recourse except as to the representations and warranties made by it herein, to such Assignee, and such Assignee hereby purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement Facilities specified on Schedule 1 hereto. After giving effect to such sale and assignment, such Assignee’s Commitments and the amount of the Advances owing to such Assignee will be as set forth on Schedule 1 hereto. 2. Such Assignor (a) represents and warrants that its name set forth on Schedule 1 hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; and (d) attaches the Note or Notes (if any) held by such Assignor and requests that the Administrative Agent exchange such Note or Notes for a new Note or Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto or new Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto and such Assignor in an amount equal to the Commitments retained by such Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto. 3. Such Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Administrative Agent, any Assignor or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) represents and warrants that its name set forth on Schedule 1 hereto is its legal name; (e) confirms that it is an Eligible Assignee; (f) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (g) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender Party; and (h) attaches any U.S. Internal Revenue Service forms required under Section 2.12 of the Credit Agreement. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto. 5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (a) such Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender Party thereunder and (b) such Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Acceptance) and, if this Assignment and Acceptance covers all of the remaining portion of the rights and obligations of such Assignor under the Credit Agreement, such Assignor shall cease to be a party thereto. 6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to such Assignee. Such Assignor and such Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the person executing this Assignment and Acceptance) shall be effective as delivery of an original executed counterpart of this Assignment and Acceptance.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Digital Realty Trust, L.P.), Revolving Credit Agreement (Digital Realty Trust, L.P.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.ADDITIONAL GUARANTOR] By Title:

Appears in 2 contracts

Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed and interpreted in accordance with, the laws law of the State of OhioNew York for contracts made and to be performed wholly within the State of New York, without regard to the principles of conflicts of laws thereofrequiring application of the law of any other jurisdiction. (b) Each Guarantor hereby Grantor irrevocably and unconditionally submitsagrees that it will not commence, for itself and its propertywill not permit any Subsidiary to commence, to the nonexclusive jurisdiction any action, litigation or proceeding of any Ohio kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Secured Party or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto in any forum other than the courts of the State court or federal court of New York sitting in New York County, and of the United States District Court of America sitting in the Northern Southern District of OhioNew York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any and each of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such Ohio New York State court or, to the fullest extent permitted by lawapplicable Legal Requirements, in such federal court. Each Guarantor of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Notwithstanding anything to the contrary, nothing in this Guaranty or any other Loan Document Agreement shall affect any right that any party Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement against any Grantor or any other Loan Document its properties in the courts of any jurisdiction. (c) Each Guarantor party hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirements, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (i) certifies that no representative, agent or attorney of any other person has represented, expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this clause (c). (d) Each Grantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable Legal Requirements, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or Agreement in any court referred to in clause (b) above. Each of the other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (de) Each Guarantor agrees that service of process in any such action or proceeding No claim may be effected made by mailing a copy thereof by registered or certified mail (any grantor against Administrative Agent, any Lender, or any substantially similar form affiliate, director, officer, employee, counsel, representative, agent, or attorney-in-fact of mail)any of them for any special, postage prepaidindirect, to such Guarantor at its address referred to consequential, or punitive damages in Section 10 respect of any claim for breach of contract or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted theory of liability arising out of or related to the transactions contemplated by law this Agreement, or shall limit the right any act, omission, or event occurring in connection herewith, and each grantor hereby waives, releases, and agrees not to xxx upon any claim for such damages, whether or not accrued and whether or not known or suspected to exist in any other jurisdictionits favor. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVESEach Grantor hereby irrevocably and unconditionally waives, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWto the maximum extent not prohibited by applicable law, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACTall rights of rescission, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEsetoff, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTEDcounterclaims, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHand other defenses in connection with the repayment of the Secured Obligations.

Appears in 2 contracts

Samples: Second Lien Guaranty and Security Agreement (Turning Point Brands, Inc.), First Lien Guaranty and Security Agreement (Turning Point Brands, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio State court or federal court of the United States of America sitting in the Northern District of Ohio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER XXXXXX HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, ,and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The Parent hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the Parent hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The Parent agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Transaction Document in the courts of any jurisdiction. (c) Each Guarantor The Parent 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 relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party in any Ohio New York State court or United States federal courtcourx xxxxxxx xx Xxx Xxxx Xxxx. Guarantor Xxx Xxxxxx hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE PARENT HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE TRANSACTION DOCUMENTS, AGENT THE PURCHASES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, INDEMNIFIED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Undertaking Agreement (Crown Cork & Seal Co Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or Guaranty, any of the other Loan Documents or any Secured Hedge Agreement to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or Guaranty, any other Loan Document or any Secured Hedge Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or Guaranty, any other Loan Document or Secured Hedge Agreement in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or Guaranty, any of the other Loan Documents or any Secured Hedge Agreement to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT ANY SECURED HEDGE AGREEMENT, THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Guaranty (Landrys Restaurants Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal Federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal Federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal Federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Asset Based Loan Credit Agreement (Express, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor of the Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor each of the Guarantors hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor of the Guarantors agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each Guarantor of the Guarantors 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor Each of the Guarantors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process the Guarantors hereby irrevocably waives all right to trial by jury in any such action action, proceeding or proceeding may be effected by mailing a copy thereof by registered counterclaim (whether based on contract, tort or certified mail (otherwise) arising out of or relating to any of the Loan Documents, the transactions contemplated thereby or the actions of the Agent or any substantially similar form of mail)other Lender Party in the negotiation, postage prepaidadministration, to such Guarantor at its address referred to in Section 10 performance or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionenforcement thereof. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Guaranty (Beckman Instruments Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, and construed and interpreted in accordance with, with the laws of the State of OhioNew York, without regard except to the principles extent that the perfection, the effect of conflicts perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws thereofof a jurisdiction other than the State of New York. (b) Each Guarantor The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Documents to which it is or is to be a partyDocument, or for recognition or enforcement of any judgment, and Guarantor the Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by the mailing of copies of such process to the Grantor at its address specified in Section 17 hereof. The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document in the courts of any other jurisdiction. (c) Each Guarantor The Grantor 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 relating to this Guaranty Agreement or any of the other Loan Documents Document to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail THE GRANTOR (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVELOAN DOCUMENT, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF THE LENDER OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, OF ITS AFFILIATES IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Appears in 1 contract

Samples: Security Agreement (Smith & Wollensky Restaurant Group Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Subsidiary Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Subsidiary Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Subsidiary Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Subsidiary Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each Subsidiary Guarantor 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 relating to this Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY EACH SUBSIDIARY GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE AGENT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Subsidiary Guaranty (Iron Age Corp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, to the exclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents or Secured Cash Management Agreements to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents or Secured Cash Management Agreements to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS OR SECURED CASH MANAGEMENT AGREEMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Guaranty (Chemtura CORP)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The Parent hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the Parent hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The Parent hereby agrees that service of process in any such action or proceeding may be effected by mailing a summons and complaint to it at its address set forth under its name on the signature page hereof by registered mail, return receipt requested, or in any other manner permitted by applicable law. The Parent agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Transaction Document in the courts of any jurisdiction. (c) Each Guarantor The Parent 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 relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party in any Ohio State or Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx federal courtcourt sitting in New York City. Guarantor The Parent hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE PARENT HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE TRANSACTION DOCUMENTS, AGENT THE PURCHASES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, INDEMNIFIED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Polyone Corp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATIONADDITIONAL GUARANTOR] By Title: BATESVILLE HOLDINGS, SEEK TO ENFORCE INC. as Borrower THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE INITIAL LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYNAMED HEREIN as Initial Lenders CITIBANK, AMONG OTHER THINGSN.A. as Administrative Agent JPMORGAN CHASE BANK, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.N.A. as Syndication Agent CITIGROUP GLOBAL MARKETS INC. and J.X. XXXXXX SECURITIES INC. as Joint Lead Arrangers and Joint Bookrunners ARTICLE I SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Computation of Time Periods 16 SECTION 1.03. Accounting Terms 16 SECTION 2.01. The Advances and Letters of Credit 16 SECTION 2.02. Making the Advances 17 SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit 18 SECTION 2.04. Fees 19 SECTION 2.05. Termination or Reduction of the Commitments 20

Appears in 1 contract

Samples: Credit Agreement (Hillenbrand, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATIONADDITIONAL GUARANTOR] By Title: HXXXXXXXXXX INDUSTRIES, SEEK TO ENFORCE INC. as Borrower THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE INITIAL LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYNAMED HEREIN as Initial Lenders CITIBANK, AMONG OTHER THINGSN.A. as Administrative Agent BANK OF AMERICA, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.N.A. as Syndication Agent CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC as Joint Lead Arrangers and Joint Bookrunners ARTICLE I SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Computation of Time Periods 16 SECTION 1.03. Accounting Terms 16 SECTION 2.01. The Advances and Letters of Credit 16 SECTION 2.02. Making the Advances 17 SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit 18 SECTION 2.04. Fees 19 SECTION 2.05. Termination or Reduction of the Commitments 20 SECTION 2.06. Repayment of Advances and Letter of Credit Drawings 20 SECTION 2.07. Interest on Advances 21 SECTION 2.08. Interest Rate Determination 22 SECTION 2.09. Optional Conversion of Advances 23 SECTION 2.10. Prepayments of Advances 23 SECTION 2.11. Increased Costs 23 SECTION 2.12. Illegality 24 SECTION 2.13. Payments and Computations 25 SECTION 2.14. Taxes 26 SECTION 2.15. Sharing of Payments, Etc. 27 SECTION 2.16. Evidence of Debt 28 SECTION 2.17. Use of Proceeds 28 SECTION 2.18. Increase in the Aggregate Commitments 28

Appears in 1 contract

Samples: Credit Agreement (Hill-Rom Holdings, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Subsidiary Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Subsidiary Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Subsidiary Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Subsidiary Guaranty or any of the other Loan Document Documents or any Hedge Agreement to which it is or is to be a party, or otherwise to proceed against any Grantor, in the courts of any jurisdiction. (c) Each Subsidiary Guarantor 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 relating to this Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor Subsidiary Grantor irrevocably consents to the service of any and all process in any such action, suit or proceeding by the mailing of copies of such process to such Subsidiary Grantor at the address set forth below, or by any other method permitted by law. Each Subsidiary Grantor agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other Jurisdictions by mailing a copy thereof suit on the judgment or in any other manner provided by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; andlaw. (e) Each Subsidiary Guarantor agrees that nothing herein shall affect the hereby irrevocably waives all right to effect service of process trial by jury in any other manner permitted by law action, proceeding or shall limit counterclaim (whether based on contract, tort or otherwise) arising out of or relating to any of the right to xxx in Loan Documents, the transactions contemplated thereby or the actions of the Administrative Agent or any other jurisdictionSecured Party in the negotiation, administration, performance or enforcement thereof. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Subsidiary Guaranty (Fitness Holdings Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Non-Shared Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Non-Shared Guaranty Supplement, the Non-Shared Guaranty or any of the other Loan Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Non-Shared Guaranty Supplement or the Non-Shared Guaranty or any other Loan Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Non-Shared Guaranty Supplement, the Non-Shared Guaranty or any of the other Loan Document Transaction Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Non-Shared Guaranty Supplement, the Non-Shared Guaranty or any of the other Loan Transaction Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE TRANSACTION DOCUMENTS, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Non Shared Guaranty (Us Industries Inc /De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.ADDITIONAL GUARANTOR] By Title: SECTION 1. GRANT OF SECURITY 3 SECTION 2. SECURITY FOR OBLIGATIONS 8 SECTION 3. GRANTORS REMAIN LIABLE 8 SECTION 4. GOVERNMENT CONTRACT CLAIMS 8

Appears in 1 contract

Samples: Credit Agreement (Alliant Techsystems Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE CREDIT EXTENSIONS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: u.s. Guaranty (Nortek Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby The undersigned irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the nonexclusive jurisdiction litigation or proceeding of any Ohio kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender Party, any Issuing Bank, or any Related Parties of the foregoing in any way relating to this Guaranty Supplement, the Guaranty or any other Loan Document to which it is or is to be a party or the transactions relating hereto or thereto, in any forum other than the courts of the State court or federal court of New York sitting in New York County, and of the United States District Court of America sitting in the Northern Southern District of OhioNew York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of and the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby undersigned irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such Ohio New York State court or, to the fullest extent permitted by lawapplicable Law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement, the Guaranty or in any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any the other Loan Document to which it is or is to be a party in the courts of any jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORYOF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBORDINATION AGREEMENT dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among the subordinated lenders listed on Schedule I hereto (each a “Subordinated Lender” and collectively, the “Subordinated Lenders”), NEUSTAR, INC., a Delaware corporation (the “Borrower”), and each Subsidiary of the Borrower listed on Schedule 2 hereto (together with the Borrower, each a “Subordinated Borrower” and collectively, the “Subordinated Borrowers”) and XXXXXX XXXXXXX SENIOR FUNDING, INC. (“MSSF”), in its capacity as Administrative Agent (as defined below) under the Credit Agreement (as defined below), for the benefit of the Lender Parties (as defined in the Credit Agreement). EACH GUARANTOR Reference is made to the Credit Agreement dated as of January [ ], 2013 (Aas amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the guarantors party thereto (the “Guarantors”), the lender parties thereto (the “Lender Parties”), Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) CERTIFIES THAT NO REPRESENTATIVEand as collateral agent (in such capacity and together with its successors, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTEDthe “Collateral Agent”). Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. All references to articles, EXPRESSLY OR OTHERWISEsections, THAT SUCH LENDER WOULD NOTexhibits and schedules shall be deemed references to articles and sections of, IN THE EVENT OF LITIGATIONand exhibits and schedules to, SEEK TO ENFORCE THE FOREGOING WAIVER AND this Agreement, unless the context shall otherwise require. The ability under the Credit Agreement of any Subordinated Borrower to incur Indebtedness permitted by Sections 6.03(f) and (Bg) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYthereto to any Subordinated Lender is conditioned upon the execution and delivery by such Subordinated Lender and each Subordinated Borrower of an agreement in substantially the form hereof pursuant to which such Subordinated Lender agrees to subordinate its rights with respect to the Subordinated Obligations (as defined below) to the rights of the Senior Lenders (as defined below) under the Credit Agreement, AMONG OTHER THINGSall on the terms set forth herein. Accordingly, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.each Subordinated Lender, each Subordinated Borrower and the Administrative Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agrees as follows:

Appears in 1 contract

Samples: Credit Agreement (Neustar Inc)

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Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, and construed and interpreted in accordance with, with the laws of the State of OhioNew York, without regard except to the principles extent that the perfection, the effect of conflicts perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws thereofof a jurisdiction other than the State of New York. (b) Each Guarantor The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Documents to which it is or is to be a partyDocument, or for recognition or enforcement of any judgment, and Guarantor the Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by the mailing of copies of such process to the Grantor at its address specified in Section 17 hereof. The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document in the courts of any other jurisdiction. (c) Each Guarantor The Grantor 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 relating to this Guaranty Agreement or any of the other Loan Documents Document to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail THE GRANTOR (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVELOAN DOCUMENT, AGENT THE ADVANCE OR ATTORNEY THE ACTIONS OF THE LENDER OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, OF ITS AFFILIATES IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Appears in 1 contract

Samples: Security Agreement (Smith & Wollensky Restaurant Group Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, by and construed and interpreted in accordance with, with the laws of the State of Ohio, Missouri without regard to the principles of conflicts of laws thereofprinciples of Missouri, except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of Missouri. (b) Each Guarantor The Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio State St. Louis Missouri court or federal court of the United States of America sitting in the Northern District of OhioSt. Louis, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a partyAgreement, or for recognition or enforcement of any judgment, and Guarantor the Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio State Missouri court or, to the extent permitted by law, in such federal court. Each Guarantor The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by the mailing of copies of such process to the Grantor at its address specified in Section 15 hereof. The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document the Note in the courts of any other jurisdiction. (c) Each Guarantor The Grantor 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 relating to this Guaranty Agreement or any of the other Loan Documents to which it is or is to be a party Note in any Ohio Missouri State or federal court. Guarantor The Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR THE GRANTOR (AND ADMINISTRATIVE AGENT AND EACH THE LENDER BY THEIR ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVE ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEDOCUMENT TO WHICH THEY ARE A PARTY, AGENT THE LOAN, OR ATTORNEY THE ACTIONS OF ANY THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Appears in 1 contract

Samples: Security Agreement (Stationdigital Corp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This ROV Guaranty shall be governed by, and construed and interpreted in accordance with, the laws Laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each ROV Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this ROV Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each ROV Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by lawLaw, in such federal court. Each ROV Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this ROV Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this ROV Guaranty or any other Loan Document in the courts of any jurisdiction. (c) Each ROV Guarantor 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 relating to this ROV Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each ROV Guarantor hereby irrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH ROV GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Rov Guaranty (Rayovac Corp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any y thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Credit Agreement (Littelfuse Inc /De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any y thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) . THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.ADDITIONAL GUARANTOR] By: Title:

Appears in 1 contract

Samples: Loan Agreement (Littelfuse Inc /De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND CONSTRUED IN ACCORDANCE WITH, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofTHE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). (b) Each Guarantor Parent Undertaking Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor each Parent Undertaking Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor Parent Undertaking Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Transaction Document in the courts of any jurisdiction. (c) Each Guarantor Parent Undertaking Party 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 relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party in any Ohio State or Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx federal courtcourt sitting in New York City. Guarantor Each Parent Undertaking Party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) PARENT HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE TRANSACTION DOCUMENTS, AGENT THE PURCHASES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, INDEMNIFIED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Undertaking Agreement (Crown Holdings Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, THE ACTIONS IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Domestic Guaranty (Sensata Technologies B.V.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, THE ACTIONS IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.ADDITIONAL GUARANTOR] By _____________________________ Title: NYDOCS01/1276206 NYDOCS01/1267209 NYDOCS01/1267209

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding PLC)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement and the Credit Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the Credit Documents and the transactions contemplated hereby and thereby shall be governed by, and construed and interpreted in accordance with, the laws law of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby Credit Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the nonexclusive jurisdiction litigation or proceeding of any Ohio kind or description, whether in law or equity, whether in contract or in tort or otherwise, against Buyer or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in any forum other than the courts of the State court or federal court of New York sitting in New York County, and of the United States District Court of America sitting in the Northern Southern District of OhioNew York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any and each of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such Ohio New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each Guarantor of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document Agreement shall affect any right that any party Buyer may otherwise have to bring any action or proceeding relating to this Guaranty Agreement against Seller or any other Loan Document Credit Party or its properties in the courts of any jurisdiction. (c) Each Seller, Guarantor and each Affiliate Guarantors irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or Agreement in any court referred to in paragraph (b) of this Section. Each of the other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that party hereto irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to the manner provided for notices in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall 8.03. Nothing in this Agreement will affect the right of any party hereto to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionApplicable Law. (fe) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR PARTY HERETO (Ai) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (Bii) ACKNOWLEDGES THAT IT AND THE LENDERS OTHER PARTIES HERETO HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION.

Appears in 1 contract

Samples: Master Restructuring Agreement

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Accession Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned Additional Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal any Federal court of the United States of America sitting in the Northern District of OhioNew York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Accession Agreement, the Credit Agreement, or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal Federal court. Each Guarantor The undersigned Additional Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Accession Agreement, the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Accession Agreement, the Credit Agreement or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned Additional Borrower 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 relating to this Guaranty Accession Agreement, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal Federal court. Guarantor The undersigned Additional Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED ADDITIONAL BORROWER HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE FACILITY OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. ​ Exh. H - 2 Digital Realty Trust, L.P. – Form of Borrower Accession Agreement ​ ​ Very truly yours, [NAME OF LITIGATIONADDITIONAL BORROWER] By:​ ​ Name: Title: ​ Approved this ​ ​​ ​ day of ​ ​, SEEK TO ENFORCE THE FOREGOING WAIVER AND ​ ​ [INSERT SIGNATURE BLOCK FOR EACH LOAN PARTY] ​ Exh. H - 3 Digital Realty Trust, L.P. – Form of Borrower Accession Agreement ​ ​ Reference is made to that certain Third Amended and Restated Global Senior Credit Agreement dated as of September 24, 2024 (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYas amended, AMONG OTHER THINGSrestated, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Digital Realty Trust, L.P., as a Borrower, the Guarantors party thereto from time to time, other Borrowers party thereto from time to time, the Lender Parties party thereto from time to time and Citibank, N.A., as Administrative Agent for the Lender Parties. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Credit Agreement. The undersigned hereby certifies, solely in [his/her] capacity as Responsible Officer of the Parent Guarantor, that: ​

Appears in 1 contract

Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any y thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) . THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATIONADDITIONAL GUARANTOR] By: Title: EXHIBIT G Cxxx Xxxxxx Company Massachusetts INCREASING LENDER SUPPLEMENT, SEEK TO ENFORCE THE FOREGOING WAIVER AND dated __________, 20___ (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYthis “Supplement”), AMONG OTHER THINGSby and among each of the signatories hereto, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHto the Credit Agreement, dated as of May 31, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Littelfuse, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”).

Appears in 1 contract

Samples: Credit Agreement (Littelfuse Inc /De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND CONSTRUED IN ACCORDANCE WITH, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofTHE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). (b) Each Guarantor Parent Undertaking Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor each Parent Undertaking Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor Parent Undertaking Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Transaction Document in the courts of any jurisdiction. (c) Each Guarantor Parent Undertaking Party 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 relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party in any Ohio State or Nxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx federal courtcourt sitting in New York City. Guarantor Each Parent Undertaking Party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) PARENT UNDERTAKING PARTY HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE TRANSACTION DOCUMENTS, AGENT THE PURCHASES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, INDEMNIFIED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Parent Undertaking Agreement (Crown Holdings Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed byTHIS GUARANTY SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND CONSTRUED IN ACCORDANCE WITH, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofTHE LAWS OF THE STATE OF NEW YORK. (b) Each The Guarantor hereby irrevocably and unconditionally submits, for itself and its propertyProperty, to the nonexclusive exclusive jurisdiction of any Ohio the Supreme Court of the State court or federal court of New York sitting in New York County, New York and of the United States of America sitting in District Court for the Northern Southern District of OhioNew York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal Federal court. Each The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party Beneficiary may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its Properties in the courts of any other jurisdiction. (c) Each The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents Document to which it is or is to be a party in any Ohio State or federal courtcourt referred to in paragraph (b) of this Section. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each . The Guarantor agrees that also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (in the manner provided for notices in Section 10. Nothing in this Guaranty or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall Loan Document will affect the right of any Beneficiary to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw. (fd) EACH THE GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) BENEFICIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE GUARANTOR AND EACH GUARANTOR BENEFICIARY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OTHER PARTY TO ANY LOAN DOCUMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE LENDERS OTHER PARTIES TO THE LOAN DOCUMENTS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION.

Appears in 1 contract

Samples: Guaranty Agreement (Public Service Co of New Mexico)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Subsidiary Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Subsidiary Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Subsidiary Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Subsidiary Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Subsidiary Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any jurisdiction. (c) Each Subsidiary Guarantor 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 relating to this Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Subsidiary Guarantor agrees that service of process hereby irrevocably waives all right to trial by jury in any such action action, proceeding or proceeding may be effected by mailing a copy thereof by registered counterclaim (whether based on contract, tort or certified mail (otherwise) arising out of or relating to any of the Loan Documents, the transactions contemplated thereby or the actions of the Agent or any substantially similar form of mail)other Secured Party in the negotiation, postage prepaidadministration, to such Guarantor at its address referred to in Section 10 performance or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionenforcement thereof. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Subsidiary Guaranty (Commercial Aggregates Transportation & Sales LLC)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof. (b) New York. Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction. (c) . Each Guarantor 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 relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) . Each Guarantor agrees that service of process hereby irrevocably waives all right to trial by jury in any such action action, proceeding or proceeding may be effected by mailing a copy thereof by registered counterclaim (whether based on contract, tort or certified mail (otherwise) arising out of or relating to any substantially similar form of mail)the Loan Documents, postage prepaidthe Advances or the actions of any Guaranteed Party in the negotiation, to such Guarantor at its address referred to in Section 10 administration, performance or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionenforcement thereof. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Appears in 1 contract

Samples: Credit Agreement (Sealed Air Corp/De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Guaranty (Universal Hospital Services Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.ADDITIONAL GUARANTOR] By Title: Section 1. Grant of Security Section 2. Security for Obligations

Appears in 1 contract

Samples: Credit Agreement (Alliant Techsystems Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, Illinois without regard to the principles of conflicts of laws thereofprinciples of Illinois law, except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of Illinois. (b) Each Guarantor The Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally submitssubmit, for itself themselves and its their respective property, to the nonexclusive jurisdiction of any Ohio Illinois State court or federal court of the United States of America sitting in the Northern District of OhioChicago, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Documents to which it is or is to be a partyDocument, or for recognition or enforcement of any judgment, and Guarantor the Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agrees agree that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio Illinois State court or, to the extent permitted by law, in such federal court. Each Guarantor The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by overnight delivery by any nationally recognized overnight delivery service, the transmission of copies of such process to the Grantor at its address specified in Section 14 hereof. The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document in the courts of any other jurisdiction. (c) Each Guarantor The Grantor 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 relating to this Guaranty Agreement or any of the other Loan Documents Document to which it is or is to be a party in any Ohio Illinois State or federal court. Guarantor The Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail THE GRANTOR AND THE LENDER (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVE ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVELOAN DOCUMENT TO WHICH IT IS A PARTY, AGENT THE ADVANCES OR ATTORNEY THE ACTIONS OF THE LENDER OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, OF ITS AFFILIATES IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Appears in 1 contract

Samples: Pledge Agreement (Retail Properties of America, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed byTHIS GUARANTY SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND CONSTRUED IN ACCORDANCE WITH, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofTHE LAWS OF THE STATE OF NEW YORK. (b) Each The Guarantor hereby irrevocably and unconditionally submits, for itself and its propertyProperty, to the nonexclusive exclusive jurisdiction of any Ohio the Supreme Court of the State court or federal court of New York sitting in New York County, New York and of the United States of America sitting in District Court for the Northern Southern District of OhioNew York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal Federal court. Each The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party Beneficiary may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its Properties in the courts of any other jurisdiction. (c) Each The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents Document to which it is or is to be a party in any Ohio State or federal courtcourt referred to in paragraph of this Section. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each . The Guarantor agrees that also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (in the manner provided for notices in Section 10. Nothing in this Guaranty or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall Loan Document will affect the right of any Beneficiary to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionlaw. (fd) EACH THE GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) BENEFICIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE GUARANTOR AND EACH GUARANTOR BENEFICIARY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OTHER PARTY TO ANY LOAN DOCUMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE LENDERS OTHER PARTIES TO THE LOAN DOCUMENTS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION.

Appears in 1 contract

Samples: Term Loan Agreement (Public Service Co of New Mexico)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE WORKING CAPITAL ADVANCES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, SECURED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Credit Agreement (Med E America Corp)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofIllinois. (b) Each Guarantor The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio Illinois State court or any federal court of the United States of America sitting in the Northern District of Ohioan Illinois City, and any appellate court from any y thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio Illinois State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned 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 relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio Illinois State or federal court. Guarantor The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) . THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE LOANS OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.ADDITIONAL GUARANTOR] By: ------------------------------------ Title: ---------------------------------

Appears in 1 contract

Samples: Credit Agreement (Littelfuse Inc /De)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Guarantee shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any appeal thereof, in any action or proceeding arising out of or relating to this Guaranty Guarantee or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Guarantee or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Guarantee or any other Loan Document in the courts of any jurisdiction. (c) Each Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Guarantee or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, (ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, and (iii) any right it may have to claim or recover in any action or proceeding referred to in this Section 17 any exemplary or punitive damages or any special or consequential damages. (d) Each Guarantor agrees that irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to the manner provided for notices in Section 10 or at such other address 8.01 of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall Revolving Credit Agreement. Nothing in this Guarantee will affect the right of any party hereto to effect service of serve process in any other manner permitted by law or shall limit the right to xxx in any other jurisdictionapplicable law. (fe) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY)OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH GUARANTOR (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (BII) ACKNOWLEDGES THAT IT, THE LENDERS OTHER PARTIES HERETO, THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE BANKS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THIS GUARANTEE AND THE OTHER LOAN DOCUMENTS DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHSECTION. IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. KBR HOLDINGS, LLC By: Name: Title: XXXXXXX XXXXX & ROOT LLC XXXXXXX XXXXX & ROOT SERVICES, INC. XXXXXXX XXXXX & ROOT INTERNATIONAL, INC. By: Name: Title: KBR ACQUISITION HOLDINGS, LLC By: Name: Title: Citibank, N.A., as Administrative Agent Xxx Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxx, Xxxxxxxx 00000 Attention: Bank Loan Syndications Department Ladies and Gentlemen: Reference is made to (i) the Three Year Revolving Credit Agreement dated as of November 3, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”) among KBR, Inc., a Delaware corporation (the “Company”), the Banks party thereto (the “Revolving Credit Banks”), Citibank, N.A., as Administrative Agent (the “Administrative Agent”) and (ii) the Subsidiary Guarantee referred to therein (such Subsidiary Guarantee, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guarantee Supplement, being the “Subsidiary Guarantee”). The capitalized terms defined in the Subsidiary Guarantee or the Revolving Credit Agreement and not otherwise defined herein are used herein as therein defined.

Appears in 1 contract

Samples: Revolving Credit Agreement (Kbr, Inc.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Accession Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned Additional Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Accession Agreement, the Credit Agreement, or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned Additional Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Accession Agreement or the Guaranty or the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Accession Agreement, the Credit Agreement, the Guaranty thereunder or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned Additional Borrower 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 relating to this Accession Agreement, the Credit Agreement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned Additional Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED ADDITIONAL BORROWER HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE TERM ADVANCE OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, PARTY IN THE EVENT NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF LITIGATIONADDITIONAL BORROWER] By: Name: Title: Approved this day of , SEEK TO ENFORCE THE FOREGOING WAIVER AND [INSERT SIGNATURE BLOCK FOR EACH LOAN PARTY] Citicorp International Ltd., as Administrative Agent under the Credit Agreement referred to below 9th Floor, Two Harbourfront 22 Tak Fung Street Hung Hom, Kowloon, Hong Kong Attention: Regional Loans Agency Ladies and Gentlemen: The undersigned, [DIGITAL SINGAPORE JURONG EAST PTE. LTD.] [DIGITAL REALTY DATAFIRM, LLC] [DIGITAL REALTY DATAFIRM 2, LLC], refers to the Revolving Credit Agreement dated as of August 18, 2011 (Bas amended from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, Digital Realty Trust, Inc., as a Guarantor, Digital Realty Trust, L.P., as a Guarantor, the Subsidiary Guarantors party thereto, the Lenders party thereto and Citicorp International Ltd., as Administrative Agent for the Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYas required by [Section 2.02(a)][Section 2.02(b)] of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is , AMONG OTHER THINGS. (ii) The Facility under which the Proposed Borrowing is requested is the [Australia Dollar Revolving Credit][Singapore Dollar Revolving Credit][Australian Swing Line][Singapore Swing Line] Facility. (iii) The aggregate amount of the Proposed Borrowing is [A$][S$][HK$][ ]. (iv) [The initial Interest Period for each Advance made as part of the Proposed Borrowing is month[s].]1 (v) [The maturity of the Proposed Borrowing is , THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.]2 (vi) The currency of the Proposed Borrowing is [Australian Dollars][Singapore Dollars][Hong Kong Dollars]. 1 Include only for Australia Dollar Revolving Credit Facility and Singapore Dollar Revolving Credit Facility Borrowings. 2 Include only for Swing Line Borrowings. (vii) The Borrower of the Proposed Borrowing is the [Initial Australia Borrower 1][Initial Australia Borrower 2][Initial Singapore Borrower][Additional Borrower]. (viii) The portion of funds from the Proposed Borrowing, if any, to be applied to the repayment of Swing Line Advances and the interest accrued and unpaid thereon is S$ . (ix) The account to which the Proposed Borrowing should be credited (the “Borrower’s Account”) is: Bank:___________________________________ Address:________________________________ ABA#:__________________________________ Account#:________________________________ Reference:________________________________ The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

Appears in 1 contract

Samples: Revolving Credit Agreement (Digital Realty Trust, L.P.)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed byTHIS AGREEMENT SHALL BE GOVERNED BY, and construed and interpreted in accordance withAND CONSTRUED IN ACCORDANCE WITH, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofTHE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). (b) Each Guarantor Parent Undertaking Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or federal court of the United States of America sitting in the Northern District of OhioNew York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor each Parent Undertaking Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor Parent Undertaking Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Agreement or any other Loan Transaction Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Transaction Document in the courts of any jurisdiction. (c) Each Guarantor Parent Undertaking Party 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 relating to this Guaranty Agreement or any of the other Loan Transaction Documents to which it is or is to be a party in any Ohio State or Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx federal courtcourt sitting in New York City. Guarantor Each Parent Undertaking Party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) PARENT UNDERTAKING PARTY HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE TRANSACTION DOCUMENTS, AGENT THE PURCHASES OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, INDEMNIFIED PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Undertaking Agreement (Crown Holdings Inc)

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Accession Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereofNew York. (b) Each Guarantor The undersigned Additional Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio New York State court or any federal court of the United States of America sitting in the Northern District of OhioNew York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Accession Agreement, the Credit Agreement, or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio New York State court or, to the extent permitted by law, in such federal court. Each Guarantor The undersigned Additional Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Accession Agreement, the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Accession Agreement, the Credit Agreement or any of the other Loan Document Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) Each Guarantor The undersigned Additional Borrower 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 relating to this Guaranty Accession Agreement, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party in any Ohio New York State or federal court. Guarantor The undersigned Additional Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. (f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) THE UNDERSIGNED ADDITIONAL BORROWER HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVEOF THE LOAN DOCUMENTS, AGENT THE FACILITY OR ATTORNEY THE ACTIONS OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BYADMINISTRATION, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPHPERFORMANCE OR ENFORCEMENT THEREOF.

Appears in 1 contract

Samples: Senior Credit Agreement (Digital Realty Trust, L.P.)

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