Governing Law; Venue; Service. (a) THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5‑1401 AND 5‑1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). Any legal action or proceeding with respect to this Loan Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York and appellate courts thereof, and, by execution and delivery of this Loan Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of such courts.
(b) The Borrower irrevocably consents to the service of process in any action or proceeding with respect to this Loan Agreement or any other Loan Document by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 11.1, such service to become effective ten days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by Law.
Governing Law; Venue; Service. JURISDICTION
(a) This Agreement shall be construed in accordance with, and shall be governed by the laws of the State of California.
(b) Venue for any litigation or arbitration arising out of any claim or dispute to enforce or interpret this Agreement shall be in the County of Los Angeles, State of California.
(c) Vitafort and Xxxxx each agrees to submit to the jurisdiction of all Federal and State Courts in the State of California.
Governing Law; Venue; Service. This Agreement is to be governed by the laws of the State of Florida without regard to principles of conflicts of law. The Parties hereby consent to the exclusive jurisdiction of any court situated in Miami-Dade County, Florida. In addition to any other method of service allowed under applicable law, the Parties consent to service of any papers in connection with this Agreement through the method provided in Paragraph 7 of this Agreement.
Governing Law; Venue; Service. This Agreement and all acts and transactions hereunder and all rights and obligations of PFG and Debtor shall be governed by the laws of the State of California. As a material part of the consideration to PFG to enter into this Agreement, Debtor (i) agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at PFG’s option, be litigated in courts located within California, and that the exclusive venue therefor shall be San Francisco County; (ii) consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; (iii) irrevocably agrees that service upon it at its principal business address as specified in the Loan Agreement shall constitute valid and effective service upon Debtor and each Subsidiary for all matters arising out of this Agreement; and (iv) waives any and all rights Debtor may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding.
Governing Law; Venue; Service. 74 11.11 Waiver of Jury Trial; Waiver of Consequential Damages. 74 11.12 Severability. 75 11.13 Further Assurances. 75 11.14 Confidentiality. 75 11.15 Entirety. 76 11.16 Binding Effect; Continuing Agreement. 76 11.17 Regulatory Statement. 76 11.18 USA Patriot Act Notice. 77 11.19 Acknowledgment. 77 11.20 Replacement of Lenders. 77 11.21 No Advisory or Fiduciary Responsibility. 78 11.22 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. 78 11.23 Acknowledgement Regarding Any Supported QFCs. 79 Schedule 1.1(a) Pro Rata Shares Schedule 11.1 Notices Exhibit 2.1(b) Form of Notice of Borrowing Exhibit 2.1(d) Form of Term Note Exhibit 2.3 Form of Notice of Continuation/Conversion Exhibit 4.1(j) Form of Account Designation Letter Exhibit 7.1(c) Form of Compliance Certificate Exhibit 11.3(b) Form of Assignment and Assumption THIS TERM LOAN AGREEMENT (this “Loan Agreement”) is entered into as of December 22, 2020 among PNM RESOURCES, INC., a New Mexico corporation, as Borrower, the Lenders and MUFG BANK, LTD., as Administrative Agent.
Governing Law; Venue; Service. This Agreement shall be governed by the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. Each of the parties irrevocably consents to the service of any and all process in any action arising out of or relating to this Agreement by registered or certified mail, return receipt requested. All actions brought against the parties arising out of or relating to this Agreement, or any obligations hereunder, shall be brought in any state or federal court of competent jurisdiction in New York, New York.
Governing Law; Venue; Service. (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of such courts.
(b) The Borrower irrevocably consents to the service of process in any action or proceeding with respect to this Credit Agreement or any other Credit Document by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 10.1, such service to become effective ten days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by Law.
Governing Law; Venue; Service. (a) THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5‑1401 AND 5‑1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). Any legal action or proceeding with respect to this Loan Agreement or any other Loan Document may be brought in the Supreme Court of the State of New York sitting in New York County, New York and in the United States District Court for the Southern District of New York, and any appellate court from any thereof, and, by execution and delivery of this Loan Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of such courts, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The 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 Loan Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Loan Agreement or any other Loan Document against the Borrower or its respective Properties in the courts of any other jurisdiction.
(b) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection 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 Loan Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. The 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.
(c) The Borrower irrevocably consents to the service of process in any action or proceeding with respect to this Loan Agreement or any other Loan Document by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Sec...
Governing Law; Venue; Service. This Agreement is to be governed by the laws of the State of New Jersey without regard to principles of conflicts of law. Venue shall be exclusively in the courts located in Newark, New Jersey. In addition to any other method of service allowed under applicable law, the Parties consent to service of any papers in connection with this Agreement through the method provided in Paragraph 6 of this Agreement.
Governing Law; Venue; Service. This Agreement and all acts and transactions hereunder and all rights and obligations of Lender and Debtor shall be governed by the laws of the State of California, provided that Debtor and Subsidiary obligations hereunder may be perfected under the laws of the jurisdiction of Debtor and Subsidiary. As a material part of the consideration to Lender to enter into this Agreement, Debtor (i) agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at Lender's option, be litigated in courts located within California, and that the exclusive venue therefor shall be Santa Xxxxx County; (ii) consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; (iii) irrevocably agrees that service upon it at its principal business address as specified in the Loan Agreement shall constitute valid and effective service upon Debtor and Subsidiary for all matters arising out of this Agreement; and (iv) waives any and all rights Debtor may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding. Without limiting the foregoing, certain Loan Documents creating Lender security interests and Lender’s perfection and/or registration of the same may specify a governing law other than California law and may specify a jurisdiction for enforcement of security interests or other actions in connection with such other Loan Documents. In such cases, the terms of such other Loan Documents shall be construed as supplemental to the terms of this Section and Lender rights thereunder may be exercised on the terms set forth in such other Loan Documents.
