Common use of GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY Clause in Contracts

GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. (a) This Indenture, the Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. For the avoidance of doubt, the application of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is excluded. (b) By the execution and delivery of this Indenture, each of the Company and JBS Luxembourg (i) acknowledges that it has, by separate written instrument, designated and appointed JBS USA Food, with an office on the Issue Date at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 80634 (the “Authorized Agent”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and any Guarantee that may be instituted in any federal or state court in The City of New York, Borough of Manhattan, State of New York or brought under federal or state securities laws, and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, (iii) irrevocably waives any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of, forum non conveniens, which it may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdiction and (iv) agrees that service of process upon the Authorized Agent and written notice of said service to Parent in accordance with ‎Section 14.02 shall be deemed in every respect effective service of process upon it, in any such suit or proceeding. Each of the Company and JBS Luxembourg further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as any of the Notes shall be outstanding; provided that each of the Company and JBS Luxembourg may and to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this paragraph ‎(c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for such Person or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. (c) To the extent that the Company or JBS Luxembourg has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Luxembourg, any political subdivision thereof or any other jurisdiction of any country or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Indenture, the Notes and the Guarantees or actions to enforce judgments in respect of any thereof, each of the Company and JBS Luxembourg hereby irrevocably waives such immunity in respect of their obligations under the above-referenced documents, to the extent permitted by law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. (a) This Indenture, the Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. For the avoidance of doubt, the application of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is excluded. (b) By the execution and delivery of this Indenture, each of the Company and JBS Luxembourg (i) acknowledges that it has, by separate written instrument, designated and appointed JBS USA Food, with an office on the Issue Date at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 80634 00000 (the “Authorized Agent”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and any Guarantee that may be instituted in any federal or state court in The City of New York, Borough of Manhattan, State of New York or brought under federal or state securities laws, and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, (iii) irrevocably waives any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of, forum non conveniens, which it may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdiction and (iv) agrees that service of process upon the Authorized Agent and written notice of said service to Parent in accordance with ‎Section 14.02 13.02 shall be deemed in every respect effective service of process upon it, in any such suit or proceeding. Each of the The Company and JBS Luxembourg further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as any of the Notes shall be outstanding; provided that each of the Company and JBS Luxembourg may and to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this paragraph ‎(c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for such Person or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. (c) To the extent that the Company or JBS Luxembourg has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Luxembourg, any political subdivision thereof or any other jurisdiction of any country or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Indenture, the Notes and the Guarantees or actions to enforce judgments in respect of any thereof, each of the Company and JBS Luxembourg hereby irrevocably waives such immunity in respect of their obligations under the above-referenced documents, to the extent permitted by law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. (a) This Indenture, the Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. For the avoidance of doubt, the application of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is excludedYork. (b) By the execution and delivery of this Indenture, each of the Company Parent and JBS Luxembourg any other non-U.S. Guarantors (i) acknowledges acknowledge that it hasthey have, by separate written instrument, designated and appointed JBS USA FoodNational Corporate Research, with an office on the Issue Date at 0000 Xxxxxxxxxx 00 Xxxx 00xx Xxxxxx, Xxxxxxx00xx Xxxxx, Xxxxxxxx 80634 Xxx Xxxx 00000 (the “Authorized AgentNCR”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and any Guarantee that may be instituted in any federal or state court in The City of New York, Borough of Manhattan, State of New York or brought under federal or state securities laws, and acknowledges that the Authorized Agent NCR has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, proceeding and (iii) irrevocably waives any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of, forum non conveniens, which it may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdiction and (iv) agrees that service of process upon the Authorized Agent NCR and written notice of said service to Parent in accordance with ‎Section 14.02 Section 12.02 shall be deemed in every respect effective service of process upon itthem, in any such suit or proceeding. Each of the Company Parent and JBS Luxembourg any other such non-U.S. Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent NCR in full force and effect so long as any of the Notes shall be outstanding; provided that each of the Company Parent and JBS Luxembourg any other such non-U.S. Guarantors may and to the extent the Authorized Agent NCR ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this paragraph ‎(c(c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for such Person or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. (c) To the extent that the Company Parent or JBS Luxembourg has any other such non-U.S. Guarantors have or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Luxembourgthe Federative Republic of Brazil, any political subdivision thereof or any other jurisdiction of any country or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself themselves or its their property and assets or this Indenture, the Notes and the Guarantees or actions to enforce judgments in respect of any thereof, each of the Company and JBS Luxembourg such Person hereby irrevocably waives such immunity in respect of their obligations under the above-referenced documents, to the extent permitted by law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. (a) This Indenture, the Notes and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. For the avoidance of doubt, the application of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is excluded. (b) By the execution and delivery of this Indenture, each of the Company and JBS Luxembourg (i) acknowledges that it has, by separate written instrument, designated and appointed JBS USA Food, with an office on the Issue Date at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 80634 00000 (the “Authorized Agent”) (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture, the Notes and any Guarantee that may be instituted in any federal or state court in The City of New York, Borough of Manhattan, State of New York or brought under federal or state securities laws, and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit or proceeding, (iii) irrevocably waives any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of, forum non conveniens, which it may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdiction and (iv) agrees that service of process upon the Authorized Agent and written notice of said service to Parent in accordance with ‎Section 14.02 Section 13.02 shall be deemed in every respect effective service of process upon it, in any such suit or proceeding. Each of the The Company and JBS Luxembourg further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect so long as any of the Notes shall be outstanding; provided that each of the Company and JBS Luxembourg may and to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of process under this paragraph ‎(c(c) that (i) maintains an office located in the Borough of Manhattan, City of New York, State of New York and (ii) is either (x) counsel for such Person or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. (c) To the extent that the Company or JBS Luxembourg has or hereafter may acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Luxembourg, any political subdivision thereof or any other jurisdiction of any country or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Indenture, the Notes and the Guarantees or actions to enforce judgments in respect of any thereof, each of the Company and JBS Luxembourg hereby irrevocably waives such immunity in respect of their obligations under the above-referenced documents, to the extent permitted by law.