Common use of Governing Law; Submission to Jurisdiction; Process Agent Clause in Contracts

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Company Inc., located at 00000 X. Xxxxxxxxxxxx Xx., Xxxxxx, Xxxxxxx 00000, facsimile number: (000) 000-0000 (the “Process Agent”) as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in the New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Company Inc.Xxxxxxxxx-Xxxx Company, located at 00000 X. Xxxxxxxxxxxx Xx., 0 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000, facsimile number: (000) 000-0000 (the “Process Agent”) ), in the case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City sitting in the Borough of Manhattan), and any appellate court from any thereof, for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Trane Technologies Company Inc.LLC (the “Process Agent”), located at 00000 X. Xxxxxxxxxxxx Xx., 000-X Xxxxx Xxxxxx, Xxxxxxx 00000Davidson, NC 28036, facsimile number: (000) 000-0000 (0000, in the “Process Agent”) case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Company Inc.Xxxxxxxxx-Xxxx Company, located at 00000 X. Xxxxxxxxxxxx Xx., 0 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000, facsimile number: (000) 000-0000 (the “Process Agent”) ), in the case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Company Inc.Xxxxxxxxx-Xxxx Company, located at 00000 X. Xxxxxxxxxxxx Xx., 0 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000, facsimile number: (000) 000-0000 (the “Process Agent”) ), in the case of any such proceeding brought in the Xxxxxx Xxxxxx xx Xxxxxxx as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note The Loan Documents shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party The Borrower hereby submits to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party The Borrower hereby irrevocably designates, appoints and empowers Allegion US Holding Company Inc.Xxxxxxxxx-Xxxx Company, located at 00000 X. Xxxxxxxxxxxx Xx.000 Xxxxxxxx Xxxxx Xxxx, XxxxxxXxxxxxxx, Xxxxxxx Xxx Xxxxxx 00000, United States of America (facsimile number: (000) 000-0000 0000) (the “Process Agent”) ), in the case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any NoteLoan Document. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party Borrower in care of the Process Agent at the Process Agent’s above address, and each Loan Party the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party Borrower at its address specified in Section 9.1, and each Loan Party the Borrower irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York City sitting in the Borough of Manhattan), and any appellate court from any thereof, for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Xxxxxxxxx-Xxxx Company Inc.(the “Process Agent”), located at 00000 X. Xxxxxxxxxxxx Xx., 0 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000, facsimile number: (000) 000-0000 (0000, in the “Process Agent”) case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party hereby irrevocably designates, appoints and empowers Allegion US Holding Company Inc.Xxxxxxxxx-Xxxx Company, located at 00000 X. Xxxxxxxxxxxx Xx., 0 Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000, facsimile number: number (000) 000-0000 (the “Process Agent”) ), in the case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party in care of the Process Agent at the Process Agent’s above address, and each Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party at its address specified in Section 9.1, and each Loan Party irrevocably consents to the service of any and all process in any such proceeding.

Governing Law; Submission to Jurisdiction; Process Agent. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. Each Loan Party Borrower and each Additional Borrower hereby submits to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Loan Party Borrower and each Additional Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Loan Party The Borrowers hereby irrevocably designatesdesignate, appoints appoint and empowers Allegion US Holding Company Inc.empower Xxxxxxxxx-Xxxx Company, located at 00000 X. Xxxxxxxxxxxx Xx.000 Xxxxxxxx Xxxxx Xxxx, XxxxxxXxxxxxxx, Xxxxxxx Xxx Xxxxxx 00000, United States of America (facsimile number: (000) 000-0000 0000) (the “Process Agent”) ), in the case of any such proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any proceeding arising out of or in connection with this Agreement or any Note. Such service may be made (a) by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the applicable Loan Party Borrower in care of the Process Agent at the Process Agent’s above address, and each Loan Party Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf or (b) by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the applicable Loan Party Borrower at its address specified in Section 9.1, and each Loan Party Borrower irrevocably consents to the service of any and all process in any such proceeding.