Common use of Governing Law; Jurisdiction; Waiver Clause in Contracts

Governing Law; Jurisdiction; Waiver. (a) This Agreement shall be governed by and construed in accordance with the law of the State of New York (without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law). (b) Each of the parties hereto hereby expressly, irrevocably and unconditionally: (i) agrees that any legal proceeding against it arising out of or in connection with this Agreement, any other Loan Document (other than any Promissory Note or the Guaranty Trust), or the Term Loans shall be brought in the competent courts of the State of New York or in the United States District Court for the Southern District of New York, both located in New York City, New York (collectively, the “New York Courts”), (ii) expressly submits to the jurisdiction of the New York Courts, (iii) agrees and consents that service of process may be made upon it in any proceeding arising out of this Agreement, any other Loan Document (other than any Promissory Note, the Guaranty Trust or the Pledge Agreement), or the Term Loans by service of process as provided by New York law; (iv) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of this Agreement, any other Loan Document (other than any Promissory Notes, the Guaranty Trust or the Pledge Agreement), or the Term Loans in the New York Courts; (v) waives, to the fullest extent permitted by law, any claim that any such suit, action or proceeding in any New York Court has been brought in an inconvenient forum; and (vi) to the fullest extent permitted by law, waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such party. (c) Borrower (i) irrevocably appoints CT Corporation System, which is presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of itself and its properties and revenues, service of process in the United States in connection with any such suit, action or proceeding, and (ii) irrevocably consents to the service of process out of any of the New York Courts in any such suit, action or proceeding by the mailing of copies thereof by courier service, return receipt requested, postage prepaid, to it at its addresses set forth herein. (d) BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE PROMISSORY NOTES, ANY OTHER LOAN DOCUMENT OR THE TERM LOANS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE AGENT, ANY LENDER OR BORROWER RELATING HERETO.

Governing Law; Jurisdiction; Waiver. (a) This Agreement shall will be governed by by, and construed and interpreted in accordance with with, the law laws of the State of New York (without giving effect York. The parties agree that the federal and state courts located in the City of New York, State of New York, shall have jurisdiction to hear and determine any suits, actions or proceedings and to settle any disputes between the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law). (b) Each parties relating to this Agreement and for such purpose each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby expresslyirrevocably designates, irrevocably appoints and unconditionally: (i) agrees empowers Xxxxxxx & Associates, located at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent to receive and accept for and on its behalf and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any legal suit, action or proceeding brought against it arising out of or the Company in connection with this Agreement, any other Loan Document (other than any Promissory Note or the Guaranty Trust), or the Term Loans shall be brought court as described in the competent courts of preceding sentence. If for any reason the State of New York or Company’s authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in the United States District Court for receiving and accepting service of all legal process on the terms and for the Southern District purposes of New Yorkthis Section 17 reasonably satisfactory to the ADS Rights Agent. The Company further hereby irrevocably consents and agrees to any and all legal process, both located summons, notices and documents that may be served in New York Cityany suit, New York action or proceeding against it under the terms hereof, by service by mail of a copy thereof upon its authorized agent (collectively, whether or not the “New York Courts”appointment of its authorized agent shall for any reason prove to be ineffective or its authorized agent shall fail to accept or acknowledge such service), (ii) expressly submits with a copy mailed to the jurisdiction Company by registered or certified air mail, postage prepaid, to its address provided herein. The Company agrees that the failure of the New York Courts, (iii) agrees and consents that its authorized agent to give any notice of such service of process may be made upon to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding arising out of this Agreement, any other Loan Document (other than any Promissory Note, the Guaranty Trust or the Pledge Agreement), or the Term Loans by service of process as provided by New York law; (iv) based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which that it may not now or hereafter have to the laying of venue of any suitactions, action suits or proceeding arising out of this Agreementproceedings brought in any court as provided herein, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other Loan Document (other than any Promissory Notes, the Guaranty Trust or the Pledge Agreement), or the Term Loans in the New York Courts; (v) waives, to the fullest extent permitted by law, any claim such court that any such suitaction, action suit or proceeding brought in any New York Court such court has been brought in an inconvenient forum; and (vi) to . The provisions of this Section 17 shall survive notwithstanding the fullest extent permitted by law, waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such partytermination of this Agreement. (c) Borrower (i) irrevocably appoints CT Corporation System, which is presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of itself and its properties and revenues, service of process in the United States in connection with any such suit, action or proceeding, and (ii) irrevocably consents to the service of process out of any of the New York Courts in any such suit, action or proceeding by the mailing of copies thereof by courier service, return receipt requested, postage prepaid, to it at its addresses set forth herein. (d) BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE PROMISSORY NOTES, ANY OTHER LOAN DOCUMENT OR THE TERM LOANS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE AGENT, ANY LENDER OR BORROWER RELATING HERETO.

Governing Law; Jurisdiction; Waiver. (a) This Agreement shall will be governed by by, and construed and interpreted in accordance with with, the law laws of the State of New York (without giving effect to York. The parties agree that the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law). (b) Each of the parties hereto hereby expressly, irrevocably federal and unconditionally: (i) agrees that any legal proceeding against it arising out of or in connection with this Agreement, any other Loan Document (other than any Promissory Note or the Guaranty Trust), or the Term Loans shall be brought state courts located in the competent courts of the State of New York or in the United States District Court for the Southern District City of New York, both located in State of New York CityYork, New York (collectivelyshall have jurisdiction to hear and determine any suits, actions or proceedings and to settle any disputes between the “New York Courts”), (ii) expressly parties relating to this Agreement and for such purpose each of the parties irrevocably submits to the jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Tata Incorporated, c/o Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 America, as its authorized agent to receive and accept for and on its behalf and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the New York CourtsCompany in any court as described in the preceding sentence. If for any reason the Company’s authorized agent shall cease to be available to act as such, (iii) the Company agrees to designate a new authorized agent in the United States for receiving and consents that accepting service of all legal process on the terms and for the purposes of this Section 17 reasonably satisfactory to the Agent. The Company further hereby irrevocably consents and agrees to any and all legal process, summons, notices and documents that may be made upon it served in any suit, action or proceeding arising out against it under the terms hereof, by service by mail of this Agreement, a copy thereof upon its authorized agent (whether or not the appointment of its authorized agent shall for any other Loan Document (other than any Promissory Note, the Guaranty Trust reason prove to be ineffective or the Pledge Agreementits authorized agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided herein. The Company agrees that the Term Loans by failure of its authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of process as provided by New York law; (iv) such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of venue of any suitactions, action suits or proceeding arising out of this Agreementproceedings brought in any court as provided herein, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other Loan Document (other than any Promissory Notes, the Guaranty Trust or the Pledge Agreement), or the Term Loans in the New York Courts; (v) waives, to the fullest extent permitted by law, any claim such court that any such suitaction, action suit or proceeding brought in any New York Court such court has been brought in an inconvenient forum; and (vi) to . The provisions of this Section 18 shall survive notwithstanding the fullest extent permitted by law, waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such partytermination of this Agreement. (c) Borrower (i) irrevocably appoints CT Corporation System, which is presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of itself and its properties and revenues, service of process in the United States in connection with any such suit, action or proceeding, and (ii) irrevocably consents to the service of process out of any of the New York Courts in any such suit, action or proceeding by the mailing of copies thereof by courier service, return receipt requested, postage prepaid, to it at its addresses set forth herein. (d) BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE PROMISSORY NOTES, ANY OTHER LOAN DOCUMENT OR THE TERM LOANS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE AGENT, ANY LENDER OR BORROWER RELATING HERETO.

Governing Law; Jurisdiction; Waiver. (a) This Agreement shall will be governed by by, and construed and interpreted in accordance with with, the law laws of the State of New York (without giving effect to York. The parties agree that the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law). (b) Each of the parties hereto hereby expressly, irrevocably federal and unconditionally: (i) agrees that any legal proceeding against it arising out of or in connection with this Agreement, any other Loan Document (other than any Promissory Note or the Guaranty Trust), or the Term Loans shall be brought state courts located in the competent courts of the State of New York or in the United States District Court for the Southern District City of New York, both located in State of New York CityYork, New York (collectivelyshall have jurisdiction to hear and determine any suits, actions or proceedings and to settle any disputes between the “New York Courts”), (ii) expressly parties relating to this Agreement and for such purpose each of the parties irrevocably submits to the jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Chartered Semiconductor Manufacturing, Inc. located at 1450 McCandles Drive, Milpitas, CA 94075, as its authorized agenx xx xxxxxxx xxx xxxxxx xxx xxx xx xxx xehalf and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the New York CourtsCompany in any court as described in the preceding sentence. If for any reason the Company's authorized agent shall cease to be available to act as such, (iii) the Company agrees to designate a new authorized agent in the United States for receiving and consents that accepting service of all legal process on the terms and for the purposes of this Section 18 reasonably satisfactory to the Agent. The Company further hereby irrevocably consents and agrees to any and all legal process, summons, notices and documents that may be made upon it served in any suit, action or proceeding arising out against it under the terms hereof, by service by mail of this Agreement, a copy thereof upon its authorized agent (whether or not the appointment of its authorized agent shall for any other Loan Document (other than any Promissory Note, the Guaranty Trust reason prove to be ineffective or the Pledge Agreementits authorized agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided herein. The Company agrees that the Term Loans by failure of its authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of process as provided by New York law; (iv) such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which that it may not now or hereafter have to the laying of venue of any suitactions, action suits or proceeding arising out of this Agreementproceedings brought in any court as provided herein, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other Loan Document (other than any Promissory Notes, the Guaranty Trust or the Pledge Agreement), or the Term Loans in the New York Courts; (v) waives, to the fullest extent permitted by law, any claim such court that any such suitaction, action suit or proceeding brought in any New York Court such court has been brought in an inconvenient forum; and (vi) to . The provisions of this Section 18 shall survive notwithstanding the fullest extent permitted by law, waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such partytermination of this Agreement. (c) Borrower (i) irrevocably appoints CT Corporation System, which is presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of itself and its properties and revenues, service of process in the United States in connection with any such suit, action or proceeding, and (ii) irrevocably consents to the service of process out of any of the New York Courts in any such suit, action or proceeding by the mailing of copies thereof by courier service, return receipt requested, postage prepaid, to it at its addresses set forth herein. (d) BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE PROMISSORY NOTES, ANY OTHER LOAN DOCUMENT OR THE TERM LOANS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE AGENT, ANY LENDER OR BORROWER RELATING HERETO.

Governing Law; Jurisdiction; Waiver. (a) This Agreement shall will be governed by by, and construed and interpreted in accordance with with, the law laws of the State of New York (without giving effect to York. The parties agree that the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law). (b) Each of the parties hereto hereby expressly, irrevocably federal and unconditionally: (i) agrees that any legal proceeding against it arising out of or in connection with this Agreement, any other Loan Document (other than any Promissory Note or the Guaranty Trust), or the Term Loans shall be brought state courts located in the competent courts of the State of New York or in the United States District Court for the Southern District City of New York, both located in State of New York CityYork, New York (collectivelyshall have jurisdiction to hear and determine any suits, actions or proceedings and to settle any disputes between the “New York Courts”), (ii) expressly parties relating to this Agreement and for such purpose each of the parties irrevocably submits to the jurisdiction of the such courts. The Company hereby irrevocably designates, appoints and empowers Kookmin Bank, New York CourtsBranch, (iii) located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive and accept for and on its behalf and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any court as described in the preceding sentence. If for any reason the Company’s authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in the United States for receiving and consents that accepting service of all legal process on the terms and for the purposes of this Section 18 reasonably satisfactory to the Agent. The Company further hereby irrevocably consents and agrees to any and all legal process, summons, notices and documents that may be made upon it served in any suit, action or proceeding arising out against it under the terms hereof, by service by mail of this Agreement, a copy thereof upon its authorized agent (whether or not the appointment of its authorized agent shall for any other Loan Document (other than any Promissory Note, the Guaranty Trust reason prove to be ineffective or the Pledge Agreementits authorized agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided herein. The Company agrees that the Term Loans by failure of its authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of process as provided by New York law; (iv) such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which that it may not now or hereafter have to the laying of venue of any suitactions, action suits or proceeding arising out of this Agreementproceedings brought in any court as provided herein, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other Loan Document (other than any Promissory Notes, the Guaranty Trust or the Pledge Agreement), or the Term Loans in the New York Courts; (v) waives, to the fullest extent permitted by law, any claim such court that any such suitaction, action suit or proceeding brought in any New York Court such court has been brought in an inconvenient forum; and (vi) to . The provisions of this Section 18 shall survive notwithstanding the fullest extent permitted by law, waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such partytermination of this Agreement. (c) Borrower (i) irrevocably appoints CT Corporation System, which is presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of itself and its properties and revenues, service of process in the United States in connection with any such suit, action or proceeding, and (ii) irrevocably consents to the service of process out of any of the New York Courts in any such suit, action or proceeding by the mailing of copies thereof by courier service, return receipt requested, postage prepaid, to it at its addresses set forth herein. (d) BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE PROMISSORY NOTES, ANY OTHER LOAN DOCUMENT OR THE TERM LOANS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE AGENT, ANY LENDER OR BORROWER RELATING HERETO.

Governing Law; Jurisdiction; Waiver. (a) This Agreement shall will be governed by by, and construed and interpreted in accordance with with, the law laws of the State of New York (without giving effect to York. The parties agree that the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law). (b) Each of the parties hereto hereby expressly, irrevocably federal and unconditionally: (i) agrees that any legal proceeding against it arising out of or in connection with this Agreement, any other Loan Document (other than any Promissory Note or the Guaranty Trust), or the Term Loans shall be brought state courts located in the competent courts of the State of New York or in the United States District Court for the Southern District City of New York, both located in State of New York CityYork, New York (collectivelyshall have jurisdiction to hear and determine any suits, actions or proceedings and to settle any disputes between the “New York Courts”), (ii) expressly parties relating to this Agreement and for such purpose each of the parties irrevocably submits to the jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Chartered Semiconductor Manufacturing, Inc. located at 0000 XxXxxxxxx Xxxxx, Xxxxxxxx, XX 00000, as its authorized agent to receive and accept for and on its behalf and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the New York CourtsCompany in any court as described in the preceding sentence. If for any reason the Company’s authorized agent shall cease to be available to act as such, (iii) the Company agrees to designate a new authorized agent in the United States for receiving and consents that accepting service of all legal process on the terms and for the purposes of this Section 18 reasonably satisfactory to the Agent. The Company further hereby irrevocably consents and agrees to any and all legal process, summons, notices and documents that may be made upon it served in any suit, action or proceeding arising out against it under the terms hereof, by service by mail of this Agreement, a copy thereof upon its authorized agent (whether or not the appointment of its authorized agent shall for any other Loan Document (other than any Promissory Note, the Guaranty Trust reason prove to be ineffective or the Pledge Agreementits authorized agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided herein. The Company agrees that the Term Loans by failure of its authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of process as provided by New York law; (iv) such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which that it may not now or hereafter have to the laying of venue of any suitactions, action suits or proceeding arising out of this Agreementproceedings brought in any court as provided herein, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other Loan Document (other than any Promissory Notes, the Guaranty Trust or the Pledge Agreement), or the Term Loans in the New York Courts; (v) waives, to the fullest extent permitted by law, any claim such court that any such suitaction, action suit or proceeding brought in any New York Court such court has been brought in an inconvenient forum; and (vi) to . The provisions of this Section 18 shall survive notwithstanding the fullest extent permitted by law, waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such partytermination of this Agreement. (c) Borrower (i) irrevocably appoints CT Corporation System, which is presently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive, on behalf of itself and its properties and revenues, service of process in the United States in connection with any such suit, action or proceeding, and (ii) irrevocably consents to the service of process out of any of the New York Courts in any such suit, action or proceeding by the mailing of copies thereof by courier service, return receipt requested, postage prepaid, to it at its addresses set forth herein. (d) BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE PROMISSORY NOTES, ANY OTHER LOAN DOCUMENT OR THE TERM LOANS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE AGENT, ANY LENDER OR BORROWER RELATING HERETO.