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Common use of Jurisdiction, Etc Clause in Contracts

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Invesco Ltd.)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notesany Loan Document to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower Loan Parties hereby agrees that service of summons or other legal process thereon may be effected by serving a copy of the summons or other legal process in any such action or proceeding brought on by mailing or delivering the same by hand at the address indicated for notices in Section 9.02. The service, as herein provided, of such summons or other legal process in any such New York State court action or in such federal court may proceeding shall be made deemed personal service and accepted by the Loan Parties as such, and shall be legal and binding upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice Loan Parties for all purposes of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereonproceeding. Each of the parties hereto 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. In the event that any of the Loan Parties shall not be conveniently available for such service, each Loan Party hereby irrevocably appoints the Person who then is the Secretary of the State of New York as its attorney-in-fact and agent. The Loan Parties will advise the Administrative Agent promptly of any change in address for the purpose of service of process. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes any Loan Document in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other any Loan Documents Document to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Loan Agreement (Crowley Maritime Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the NotesAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such federal Federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) . Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal Federal court. . (b) Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent court and agrees not to plead or the Borrower has claim, any right of immunity from legal action, suit or hereafter may acquire any immunity proceeding, from setoff or counterclaim, from the jurisdiction of any court court, from service of process, from attachment upon or from any legal process (whether through service or notice, attachment prior to judgment, from attachment in aid of execution, execution or otherwise) judgment, from execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, and consents to such relief and enforcement against it, its assets and its revenues in any jurisdiction, in each case with respect to itself any matter arising out of, or its propertyin connection with, each this Agreement. Each of the Parent parties hereto waives personal service of process and consents to service of process by certified or registered mail, return receipt requested, directed to it at the Borrower hereby irrevocably waives address last specified for notices hereunder, and such immunity in respect of its obligations under this Agreement and service shall be deemed completed ten days after the other Loan Documentssame is so mailed.

Appears in 1 contract

Samples: Intercreditor Agreement (Allegheny Energy Inc)

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submitsagrees that any suit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in with respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes or any other document executed hereunder to which it is a party or any judgment entered by any court in respect thereof may be brought in the United States District Court for the District of Puerto Rico or in the Court of First Instance of Puerto Rico sitting in San Juan, as the party commencing such suit, action or proceeding may elxxx in its sole discretion; and each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such suit, action, proceeding or judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of any jurisdictionthe jurisdiction of its domicile. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, consents to the fullest extent it service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Loan Parties in such other jurisdictions, and in such manner, as may legally and effectively do so, be permitted by applicable law. (c) Each of the Loan Parties hereby irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the other Loan Documents any document executed hereunder brought in any New York State or federal court. Each of the parties hereto such court and hereby further irrevocably waiveswaives any claim that any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Company hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon National Registered Agents, Inc., 875 Avenue of the Parent and the Borrower c/o Invesco Group ServicesAmericas, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxx 000, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the "Process Agent”)") and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Coca Cola Enterprises Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.1633 Broadway, XxxxxxxNew York, Xxxxxxx 00000, Attention: General Counsel New York 10019 (the "PROCESS AGENT") and the Xxxxxxxx xxxxxx xxxxxxxxxxx xxxxxxxx xhe Process Agent”)Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Office Depot Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the nonexclusive jurisdiction of transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby 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 New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Parent parties hereto agrees that a final judgment in any such 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 Agreement or in any other Loan Document shall affect any right that the Agent or any Lender or may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction. Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. Company at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (address set forth in Section 9.02 and each such Borrower hereby irrevocably appoints the “Process Agent”)Company its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent Company to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto 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 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 Agreement or the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Document in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Eastman Chemical Co)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of The Borrower irrevocably consents to the Parent and the Borrower hereby agrees that service of any and all process in any such action or proceeding brought by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in Section 8.02 and agrees that nothing herein shall affect the right to effect service of process in any such New York State court other manner permitted by law or in such federal court may be made upon shall limit the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent right to give sue xx any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereonother jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions 93 195 by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Medcath Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. Each Canadian Borrower hereby irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 1633 Broadway, New York, New York 10019, United States, as its agxxx xx xxxxxxx xx xxxxxx xx xxxx Xxxxxxxx Xxxxxxxx xxx its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the relevant Canadian Borrower in care of the Process Agent at the Process Agent's above address, and such Canadian Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Borrower also irrevocably consents, to the extent permitted by applicable law, such action or proceeding by sending copies of such process by mail (by method requiring evidence of receipt) with a second copy to be sent by courier to such Borrower at its address specified in Section 9.02 or by such other method as is permitted by applicable law. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower any Loan Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower such Loan Party hereby irrevocably waives such immunity in respect of its obligations Obligations under this Agreement and the Agreement, any other Loan DocumentsDocuments or any Related Documents and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Appears in 1 contract

Samples: Credit Agreement (Imc Global Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and Corporate Secretary of the Borrower c/o Invesco Group Servicesat 000 Xxxx Xxxxxxx Xxxxxx, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxx Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel Xxxxx 00000 (the “Process Agent”), ) and the Borrower hereby further agrees that the failure of irrevocably appoints the Process Agent its authorized agent to give any notice of any accept such service of process. The Borrower hereby further irrevocably consents to the Parent or the Borrower, as applicable, shall not impair or affect the validity service of such service or of any judgment rendered process in any action or proceeding based thereonin such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.. NYDOCS03/858824.4

Appears in 1 contract

Samples: Credit Agreement (At&t Inc.)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such federal Federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State state court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.111 Eighth Avenue, Xxxxxxx13th Floor, Xxxxxxx 00000New York, Attention: General Counsel New York 10011 (the "PROCESX XXXXX") xxx xxx Xxxxxxxx xxxxxx xxxxxxxxxxx xxxxxxxx the Process Agent”)Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Steel Dynamics Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower Loan Party hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent Company and each other Loan Party hereby irrevocably appoints the Borrower c/o Invesco Group Services, Inc. at Company its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”)authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent Company to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Company and each other Loan Party hereby further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.federal

Appears in 1 contract

Samples: Credit Agreement (Cooper Industries PLC)

Jurisdiction, Etc. (a) Each of Borrower domiciled in the parties hereto United States, the Agent and each Lender from time to time hereto, hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Company hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon National Registered Agents, Inc., 875 Avenue of the Parent and the Borrower c/o Invesco Group ServicesAmericas, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxx 000, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the “Process Agent”)) and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (International CCE Inc.)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.1633 Broadway, XxxxxxxNew York, Xxxxxxx 00000, Attention: General Counsel New York 10019 (the "Procesx Xxxxx") xxx xxxx Xxxxxxxxxx Xxxxxxxxxx hereby irrevocably appoints the Process Agent”)Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Designated Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: 364 Day Backstop Credit Agreement (Alliedsignal Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America, in each case sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereofCity, in any action or proceeding arising out of or relating to this Agreement or the NotesLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment may be heard and determined in any such New York State state court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with offices on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 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 which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts specified in paragraph (a) above in any such action or proceeding by the mailing of copies there by registered or certified mail, postage prepaid, to the Borrower, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Agent under this Agreement, any Lender or the holder of any Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction. (c) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in Section 8.12(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Northwest Airlines Corp)

Jurisdiction, Etc. (a) Each Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than any New York State court sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the courts of the State of any New York State court sitting in New York County County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. Company at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (specified in Section 9.02(a) and each Borrower hereby irrevocably appoints the “Process Agent”)Company its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent Company to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02(a). Each of the parties hereto 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 Other than with respect to actions brought by or against the Mexican Revolver Borrower or any other Loan Party organized in Mexico (whose submission to jurisdiction shall, for the avoidance of doubt, be exclusive to the parties involved), nothing in this Agreement shall affect any right that any party may otherwise 178 Sealed Air – 4th A&R Syndicated Facility Agt have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that any Borrower or Designated Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower and each Designated Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any right to any other jurisdiction that it may have by reason of domicile or any other reason and 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 Agreement or the any other Loan Documents Document in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Sealed Air Corp/De)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, NYDOCS01/1200447.18 15 Milacron – Note Purchase Agreement and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the DIP Term Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the DIP Term Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents DIP Term Notes or the actions of the Administrative Agent in the negotiation, administration, performance or enforcement thereof in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Senior Secured Superpriority Priming Debtor in Possession Note Purchase Agreement (Milacron Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx 000 Xxxxxx X.X.Xxxxxx, Xxxxxxx00xx Xxxxx, Xxxxxxx 00000Xxx Xxxx, Attention: General Counsel Xxx Xxxx 00000 (the "Process Agent”)") and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Platinum Underwriters Holdings LTD)

Jurisdiction, Etc. (a) Each Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than any New York State court sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the courts of the State of any New York State court sitting in New York County County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. Company at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (specified in Section 9.02(a) and each Borrower hereby irrevocably appoints the “Process Agent”)Company its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent Company to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02(a). Each of the parties hereto 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 Other than with respect to actions brought by or against the Mexican Revolver Borrower or any other Loan Party organized in Mexico (whose submission to jurisdiction shall, for the avoidance of doubt, be exclusive to the parties involved), nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that any Borrower or Designated Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower and each Designated Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any right to any other jurisdiction that it may have by reason of domicile or any other reason and 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 Agreement 171 or the any other Loan Documents Document in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Sealed Air Corp/De)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of The Borrower irrevocably consents to the Parent and the Borrower hereby agrees that service of any and all process in any such action or proceeding brought by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in Section 8.02 and agrees that nothing herein shall affect the right to effect service of process in any such New York State court other manner permitted by law or in such federal court may be made upon shall limit the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent right to give sue xx any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereonother jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions 93 98 by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Medcath Corp)

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submitsagrees that any suit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in with respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes or any other document executed hereunder to which it is a party or any judgment entered by any court in respect thereof may be brought in the United States District Court for the District of Puerto Rico or in the Court of First Instance of Puerto Rico sitting in San Juan, xx the party commencing such suit, action or proceeding may elect in its sole discretion; and each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such suit, action, proceeding or judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of any jurisdiction. (b) the jurisdiction of its domicile. Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, consents to the fullest extent it service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Loan Parties in such other jurisdictions, and in such manner, as may legally and effectively do so, be permitted by applicable law. Each of the Loan Parties hereby irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the other Loan Documents any document executed hereunder brought in any New York State or federal court. Each of the parties hereto such court and hereby further irrevocably waiveswaives any claim that any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submitsagrees that any suit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating with respect to this Agreement or the Notes, the other Loan Documents or for recognition any other document executed hereunder to which it is a party or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims judgment entered by any court in respect thereof may be brought in the United States District Court for the District of any Puerto Rico or in the Court of First Instance of Puerto Rico sitting in San Juan, xx the party commencing such suit, action or proceeding may be heard elect in its sole discretion; and determined in each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such New York State court orsuit, action, proceeding or judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the extent permitted by law, in such federal court. appropriate courts of the jurisdiction of its domicile. (a) Each of the Parent and Loan Parties hereby irrevocably consents to the Borrower hereby agrees that service of process in any such suit, action or proceeding brought in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing herein shall in any such New York State court or in such federal court may way be made upon deemed to limit the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure ability of the Process Administrative Agent or any Lender to give any notice of serve any such service to the Parent writs, process or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 summonses in any other manner provided permitted by applicable law or to obtain jurisdiction over the Loan Parties in such other jurisdictions, and in such manner, as may be permitted by applicable law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the other Loan Documents any document executed hereunder brought in any New York State or federal court. Each of the parties hereto such court and hereby further irrevocably waiveswaives any claim that any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx 000 Xxxxxx X.X.Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the "Process Agent”)") and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Gatx Financial Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group ServicesThe Prenxxxx-Xxxx Xxxporation System, Inc. at its offices at 80 Sxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “xxe "Process Agent”)") and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02, with a copy addressed to the Law Department. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.this

Appears in 1 contract

Samples: Credit Agreement (Lafarge Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Parent parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Borrower judgment or in any other manner provided by law. Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. Company at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (address set forth in Section 9.02 and each Designated Subsidiary hereby irrevocably appoints the “Process Agent”)Company its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent Company to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Company and each Designated Subsidiary hereby further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address set forth in Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Designated Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Xerox Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent Parent, IHCL and the Borrower Invesco Finance UK hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent Parent, IHCL and the Borrower Invesco Finance UK c/o Invesco Group Services, Inc. IVZ at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent Parent, IHCL or the BorrowerInvesco Finance UK, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the any Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the each Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Invesco Ltd.)

Jurisdiction, Etc. (a) Each of the parties hereto El Paso hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of the courts of the State of any New York State or Federal court sitting in New York County and the United States District Court of the Southern District of New York, City and any appellate court from any thereof, thereof in any action or proceeding by any Indemnified Person in respect of, but only in respect of, any claims or causes of action arising out of or relating to this Agreement or the Notes(such claims and causes of action, or for recognition or enforcement of any judgmentcollectively, being "PERMITTED CLAIMS"), and each of the parties hereto El Paso hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Permitted Claims may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal Federal court. El Paso hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any aforementioned court in respect of Permitted Claims. El Paso hereby irrevocably appoints CT Corporation System (the "PROCESS AGENT"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, NY 10011, as its agent to xxxxxxx xx xxxxxx xx Xx Xxxx xxx xxx xxxxxxxx xxrvice of copies of the summons and complaint and any other process which may be served by any Indemnified Person in any such action or proceeding in any aforementioned court in respect of Permitted Claims. Such service may be made upon the Parent by delivering a copy of such process to El Paso by courier and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel by certified mail (the “Process Agent”return receipt requested), fees and hereby further agrees that the failure postage prepaid, both (i) in care of the Process Agent at the Process Agent's above address and (ii) at El Paso's address specified pursuant to give any notice of any Section 6.2, and El Paso hereby irrevocably authorizes and directs the Process Agent to accept such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereonon its behalf. Each of the parties hereto El Paso 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. Applicable Law. (b) Nothing in this Agreement Section 6.5 shall affect the right of any Indemnified Person to serve legal process in any other manner permitted by Applicable Law or affect any right that otherwise existing of any party may otherwise have Indemnified Person to bring any action or proceeding relating to this Agreement against El Paso or the Notes its property in the courts of other jurisdictions or (ii) shall be deemed to be a general consent to jurisdiction in any jurisdiction. (b) Each particular court or a general waiver of any defense or a consent to jurisdiction of the parties hereto irrevocably and unconditionally waives, courts expressly referred 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 Agreement or the other Loan Documents in subsection (a) above in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction respect of any court claim or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid cause of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the action other Loan Documents.than Permitted Claims..

Appears in 1 contract

Samples: El Paso Agreement (El Paso Corp/De)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York state court or federal court of the State of New York United States sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, and to the courts of its own corporate domicile with respect to actions brought against it as a defendant, in any action or proceeding arising out of or relating to this Agreement or the Noteseach Loan Document to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State state court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Each Borrower hereby irrevocably appoints by means of a public instrument issued before a Mexican public notary CT Corporation System (the “Process Agent”) with an office on the date of this Agreement shall affect (as amended and restated) at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of such Borrower and its property service of copies of the summons and complaint and any right that other process which may be served in any party such action or proceeding. Such service may otherwise have be made by delivering a copy of such process to bring such Borrower in care of the Process Agent at the Process Agent’s above address, and such Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Borrower also irrevocably consents to the service of any and all process in any such action or proceeding relating by sending copies of such process by mail (by method requiring evidence of receipt) with a second copy to this Agreement or the Notes be sent to such Borrower by courier at its address specified in the courts of any jurisdictionSection 11.02. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and all rights of jurisdiction in any such courtaction or proceeding which they may now or hereafter have by reason of their present or any future domicile or otherwise. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the such Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan DocumentsNotes and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Appears in 1 contract

Samples: Credit and Security Agreement (Grupo Imsa Sa De Cv)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby 82 53 irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. Corporation Service Company at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.80 Sxxxx Xxxxxx, XxxxxxxXxxxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (xxe "PROCESS AGENT") and the Borrower hereby irrevocably appoints the Process Agent”)Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Eastman Chemical Co)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New YorkBankruptcy Court, and any appellate court from any thereoftherefrom, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereonBankruptcy Court. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal courtthe Bankruptcy Court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction Each of any court or from any legal process (whether through service or noticeHoldco, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, TLC Management and each of the Parent and the Borrower Guarantor hereby irrevocably waives such immunity appoints the Administrative Borrower as its authorized agent to accept service of process in respect any suit, action or proceeding arising out of its obligations under or relating to this Agreement and or any of the other Loan Documents, and agrees that such service of process may be made upon the Administrative Borrower and that the failure of the Administrative Borrower to give any notice of any such service of process shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Holdco, TLC Management and each Guarantor hereby further irrevocably consents to the service of process in any such action or proceeding by the mailing thereof by any Lender by registered or certified mail, postage pre-paid, to it at its address specified herein.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (TLC Vision Corp)

Jurisdiction, Etc. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of any New York sitting in New York County and State court or Federal court of the United States District Court of America in each case sitting in the Southern District County of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Commitment Letter, the Fee Letter or the Notestransactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto Guarantor and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby brought by it or any such action or proceeding may of its affiliates shall be brought, and shall be heard and determined determined, exclusively in any such New York State court or, to the extent permitted by law, in such federal Federal court. Each of the Parent and the Borrower party hereto hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally (a) 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 Agreement Commitment Letter, the Fee Letter or the other Loan Documents transactions contemplated hereby or thereby in any New York State or federal Federal court. Each of , as the parties hereto hereby irrevocably case may be, (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. court and (c) To 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 extent judgment or in any other manner provided by law. You agree to use commercially reasonable efforts to irrevocably designate and appoint CT Corporation, having an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as your authorized agent, to receive, accept and acknowledge on your behalf, or in respect of your property, service of any and all process that either may be served in any suit, action or proceeding of the Parent nature referred to in this Section 12 in any New York State or Federal court sitting in the Borrower County of New York. Such service may be made by mailing or delivering a copy of such process to you in care of CT Corporation at its address set forth above. Service of any process may also be served in any other manner permitted by law. You represent and warrant that (a) you are subject, under the laws of the jurisdiction of your organization or existence, to civil and commercial laws with respect to your obligations under this Commitment Letter and the Fee Letter, and the execution, delivery and performance by you of this Commitment Letter and the Fee Letter constitute and will constitute private and commercial acts and not public or governmental acts and (b) none of your or any of your properties has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each under the laws of the Parent jurisdiction in which it is organized and the Borrower hereby irrevocably waives such immunity existing in respect of its obligations under this Agreement Commitment Letter or the Fee Letter. In the event you or any of your properties have or hereafter acquire, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Commitment Letter, the Fee Letter or any transaction contemplated hereby any immunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, you hereby irrevocably agree not to claim, and the other Loan Documentshereby irrevocably and unconditionally waive, such immunity.

Appears in 1 contract

Samples: Commitment Letter (TE Connectivity Ltd.)

Jurisdiction, Etc. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State of New York United States sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereofthereof and to the courts of its own corporate domicile in respect of any actions brought against it as a defendant, in any action or proceeding arising out of or relating to this Agreement or the Notesany Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement For the avoidance of doubt, no parties shall affect any right that any party may otherwise have be subject to bring any action or proceeding relating arbitration proceedings with respect to this Agreement or the Notes in the courts of any jurisdictionAgreement. (b) Each The Borrower hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, 13th Floor, New York, New York 10011, United States of America, as its agent to receive on behalf of the parties hereto Borrower and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 8.02. (c) The 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (cd) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably and unconditionally waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (d) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. (e) Nothing in this Section 8.13 shall affect the right of a Secured Party to serve legal process in any other Loan Documentsmanner permitted by law or affect the right of the Lender to bring any action or proceeding against the Borrower or its property in the courts of other jurisdictions, including, without limitation, the courts sitting in the British Virgin Islands, Luxembourg, Mexico and Argentina.

Appears in 1 contract

Samples: Credit Agreement (Ternium S.A.)

Jurisdiction, Etc. (a) Each of Borrower domiciled in the parties hereto United States, the Agent and each Lender from time to time hereto, hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Company hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon National Registered Agents, Inc., 875 Avenue of the Parent and the Borrower c/o Invesco Group ServicesAmericas, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxx 000, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the “Process Agent”)) and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Coca-Cola Enterprises, Inc.)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Company hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon National Registered Agents, Inc., 875 Avenue of the Parent and the Borrower c/o Invesco Group ServicesAmericas, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxx 000, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the “Process Agent”)) and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Coca Cola Enterprises Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the “Process Agent”)) and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrowers at their address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Designated Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Rohm & Haas Co)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America, in each case sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereofCity, in any action or proceeding arising out of or relating to this Agreement or the NotesLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment may be heard and determined in any such New York State state court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) The Borrower hereby irrevocably designates, appoints and empowers Corporation Service Company, with offices on the date hereof at 1177 Avenue of the Americas, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 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 which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts specified in paragraph (a) above in any such action or proceeding by the mailing of copies there by registered or certified mail, postage prepaid, to the Borrower, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Agent under this Agreement, any Lender or the holder of any Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction. (c) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in Section 8.12(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Frontier Airlines Inc /Co/)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the NotesAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower (other than PM Companies) hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. PM Companies at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.000 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, Attention: General Counsel Secretary (the "Process Agent”)") and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) PM Companies hereby accepts its appointment as Process Agent and agrees that (i) it will maintain an office in New York, New York through the Termination Date and will give Citibank, as Administrative Agent, prompt notice of any change of its address, (ii) it will perform its duties as Process Agent to receive on behalf of each Designated Subsidiary and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any New York State or Federal court sitting in New York City arising out of or relating to this Agreement and (iii) it will forward forthwith to each Designated Subsidiary at its then current address copies of any summons, complaint and other process which PM Companies receives in connection with its appointment as Process Agent. (c) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Philip Morris Companies Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.. 68457597_7 (b) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Invesco Ltd.)

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submitsagrees that any suit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in with respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes or any other document executed hereunder to which it is a party or any judgment entered by any court in respect thereof may be brought in the United States District Court for the District of Puerto Rico or in the Court of First Instance of Puerto Rico sitting in San Juax, xs the party commencing such suit, action or proceeding may elect in its sole discretion; and each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such suit, action, proceeding or judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the appropriate courts of any jurisdictionthe jurisdiction of its domicile. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, consents to the fullest extent it service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Loan Parties in such other jurisdictions, and in such manner, as may legally and effectively do so, be permitted by applicable law. (c) Each of the Loan Parties hereby irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the other Loan Documents any document executed hereunder brought in any New York State or federal court. Each of the parties hereto such court and hereby further irrevocably waiveswaives any claim that any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York any court sitting in New York County and the United States District Court of the Southern District of New YorkBermuda, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Bermuda court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal Bermuda court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. . Lender hereby irrevocably appoints Xxxxxxx Xxxx and Xxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxx XX CX, Bermuda (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction "Lender's Process Agent"), as its agent to receive, on behalf of any court or from any legal process (whether through Lender, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each copies of the Parent summons and the Borrower complaint and any other process that may be served in any such action or proceeding. Any such service may be made by mailing or delivering a copy of such process, if to Lender, in care of Lender's Process Agent at Lender's Process Agent's above address. Lender hereby irrevocably waives authorizes and directs its respective process agent to accept such immunity in respect of service on its obligations under this Agreement and the other Loan Documentsbehalf.

Appears in 1 contract

Samples: Loan Agreement (Nb Capital Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York state court or federal court of the State of New York United States sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, and to the courts of its own corporate domicile with respect to actions brought against it as a defendant, in any action or proceeding arising out of or relating to this Agreement or the Noteseach Loan Document to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State state court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Each Borrower hereby irrevocably appoints by means of a public instrument issued before a Mexican public notary CT Corporation System (the “Process Agent”) with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of such Borrower and its property service of copies of the summons and complaint and any other process which may be served in this Agreement shall affect any right that such action or proceeding. Such service may be made by delivering a copy of such process to such Borrower in care of the Process Agent at the Process Agent’s above address, and such Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Borrower also irrevocably consents to the service of any party may otherwise have to bring and all process in any such action or proceeding relating by sending copies of such process by mail (by method requiring evidence of receipt) with a second copy to this Agreement or the Notes be sent to such Borrower by courier at its address specified in the courts of any jurisdictionSection 11.02. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and all rights of jurisdiction in any such courtaction or proceeding which they may now or hereafter have by reason of their present or any future domicile or otherwise. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the such Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan DocumentsNotes and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Appears in 1 contract

Samples: Credit and Security Agreement (Grupo Imsa Sa De Cv)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Initial Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.1000 Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the "Process Agent”)") and each Designated Subsidiary and Designated Italian Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Crompton & Knowles Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.1000 Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the “Process Agent”)) and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Office Depot Inc)

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submitsagrees that any suit, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating with respect to this Agreement or the Notes, the other Loan Documents or for recognition any other document executed hereunder to which it is a party or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims judgment entered by any court in respect thereof may be brought in the United States District Court for the District of any Puerto Rico or in the Court of First Instance of Puerto Rico sitting in San Juax, xs the party commencing such suit, action or proceeding may be heard elect in its sole discretion; and determined in each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such New York State court orsuit, action, proceeding or judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the extent permitted by law, in such federal court. appropriate courts of the jurisdiction of its domicile. (a) Each of the Parent and Loan Parties hereby irrevocably consents to the Borrower hereby agrees that service of process in any such suit, action or proceeding brought in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing herein shall in any such New York State court or in such federal court may way be made upon deemed to limit the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure ability of the Process Administrative Agent or any Lender to give any notice of serve any such service to the Parent writs, process or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 summonses in any other manner provided permitted by applicable law or to obtain jurisdiction over the Loan Parties in such other jurisdictions, and in such manner, as may be permitted by applicable law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.this

Appears in 1 contract

Samples: Revolving Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court City, Borough of the Southern District of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the NotesNotes (whether in contract, tort or otherwise and whether at law or in equity), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Loan Parties hereby agrees agree that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. Guarantor at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxxxxxxx Xxxx, XxxxxxxXxxxxxxx, Xxxxxxx Xxxxxxxxxxx 00000, Attention: Xxxxxxxx Xxxxxxx, with a copy to 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel (the “Process Agent”)Counsel, and the Loan Parties hereby further irrevocably appoint the Guarantor its authorized agent to accept such service of process, and agrees that the failure of the Process Agent Guarantor to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Loan Party hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Loan Party at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Five Year Credit Agreement (Omnicom Group Inc.)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York any court sitting in New York County and the United States District Court of the Southern District of New YorkBermuda, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the Notesother Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal Bermuda court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or any of the other Loan Documents to which it is a party in any New York State or federal Bermuda court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. . Lender hereby irrevocably appoints Conyers Dill and Pearman, Clarendox Xxxxx, Xxxrch Sxxxxx, Haxxxxxx XX XX, Xxxxxxx (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction "Xxxxxx'x Xxxxxxx Xxent"), as its agent to receive, on behalf of any court or from any legal process (whether through Lender, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each copies of the Parent summons and the Borrower complaint and any other process that may be served in any such action or proceeding. Any such service may be made by mailing or delivering a copy of such process, if to Lender, in care of Lender's Process Agent at Lender's Process Agent's above address. Lender hereby irrevocably waives authorizes and directs its respective process agent to accept such immunity in respect of service on its obligations under this Agreement and the other Loan Documentsbehalf.

Appears in 1 contract

Samples: Loan Agreement (Nb Capital Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.1633 Broadway, XxxxxxxNew York, Xxxxxxx 00000, Attention: General Counsel New York 10019 (the "Process Agent”)") and each Xxxxxxxxxx Xxxxxxxxxx xxxxxx xxxxxxxxxxy appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrowers at their address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Designated Subsidiary has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Designated Subsidiary hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Rohm & Haas Co)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America, in each case sitting in New York County and City, except that during the United States District Court pendency of the Southern District of New YorkCase, and any appellate court from any thereofthe Bankruptcy Court shall have exclusive jurisdiction, in any action or proceeding arising out of or relating to this Agreement or the NotesLoan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment may be heard and determined in any such New York State state court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with offices on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 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 which may be served in any such action or proceeding. If for any reason such designee, appointee and agent shall cease to be available to act as such, the Borrower agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts specified in paragraph (a) above in any such action or proceeding by the mailing of copies there by registered or certified mail, postage prepaid, to the Borrower, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Agent under this Agreement, any Lender or the holder of any Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction. (c) Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal courtcourt referred to in Section 8.12(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Northwest Airlines Corp)

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally submitsagrees that any suit, action or proceeding with respect to this Agreement or the Notes or any other document executed hereunder to which it is a party or any judgment entered by any court in respect thereof may be brought in the United States District Court for itself and its property, to the nonexclusive jurisdiction Southern District of New York or in the courts Supreme Court of the State of New York sitting in New York County and Manhattan, as the United States District Court of the Southern District of New Yorkparty commencing such suit, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard elect in its sole discretion; and determined in each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such New York State court orsuit, action, proceeding or judgment. Each party hereto further submits, for the purpose of any such suit, action, proceeding or judgment brought or rendered against it, to the extent permitted by law, in such federal court. Each appropriate courts of the Parent and the Borrower hereby agrees that service jurisdiction of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictiondomicile. (b) Each of the parties hereto irrevocably Loan Parties hereby agrees to appoint CT Corporation System as its agent upon which process may be served in any legal action or proceeding which may be instituted in any federal or state court in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, but for that purpose only. Service of process upon such agent at the office of such agent at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and unconditionally waives, written notice of said service to the fullest extent it Company by the person servicing the same addressed as provided by Section 9.02 213 shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding. Such appointment shall be irrevocable for the term of this Term Credit Agreement until the appointment of a successor by each of the Loan Parties with the consent of the Administrative Agent and such successor's acceptance of such appointment. The Company further agrees to take any and all actions, including the execution and filing of any and all such documents and instruments, as may legally be necessary to continue such designation and effectively do so, appointment of such agent or successor. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. (c) Each of the Loan Parties hereby irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or the other Loan Documents any document executed hereunder brought in any New York State or federal court. Each of the parties hereto such court and hereby further irrevocably waiveswaives any claim that any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Term Credit Agreement (Telecomunicaciones De Puerto Rico Inc)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group ServicesCorporation Service Company, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxxxxxxxx Xxxx Xxxxx 000, XxxxxxxXxxxxxxxxx, Xxxxxxx 00000, Attention: General Counsel Xxxxxxxx 00000 (the “Process Agent”)) and each Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. To the extent that each Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Honeywell International Inc)

Jurisdiction, Etc. (a) 14.13.1 Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the courts of the State of any New York sitting in New York County and State court or federal court of the United States District Court of America sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, other Transaction Documents or for recognition or enforcement of any judgment, and each of the such parties hereto 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 New York State court or, to the extent permitted by lawLaw, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 The Majority Shareholders' Representatives and the Company hereby irrevocably appoint CT Corporation System (the "Process Agent") with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of the Majority Shareholders' Representatives and the Company service of copies of the summons and complaint and any other process which may be served in this Agreement shall affect any right that such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Majority Shareholders' Representatives and/or the Company in care of the Process Agent at the Process Agent's office, and the Majority Shareholders' Representatives and the Company hereby irrevocably authorize and direct the Process Agent to accept such service on their behalf. As an alternative method of service, the Majority Shareholders' Representatives and the Company also irrevocably consent to the service of any party may otherwise have to bring and all process in any such action or proceeding relating by sending copies of such process by mail (by method requiring evidence of receipt) with a second copy to this Agreement or be sent to the Notes Majority Shareholders' Representatives and the Company by courier at their respective address specified in the courts of any jurisdictionSection 13.1. (b) 14.13.2 Each of the parties hereto 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 Agreement or the other Loan Transaction Documents in any New York State court or federal courtcourt of the United States of America sitting in the Borough of Manhattan in New York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawLaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) 14.13.3 To the extent that either the Parent any Majority Shareholder or the Borrower Company has or hereafter may acquire any immunity from the jurisdiction of any court Authority or from any legal process (whether through service or of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent such Majority Shareholder and the Borrower Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan DocumentsTransaction Documents and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 14.13.3 shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bancolombia Sa)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the "Process Agent”)") and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.federal

Appears in 1 contract

Samples: Credit Agreement (Renaissancere Holdings LTD)

Jurisdiction, Etc. (a) Each of the parties party hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the nonexclusive jurisdiction of transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby 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 New York State court or, to the fullest extent permitted by lawapplicable Law, in such federal court. Each of the Parent and the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each 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 Agreement or in any other Loan Document shall affect any right that any party Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Notes Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (b) Each of the parties party hereto 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 Agreement or the any other Loan Documents Document in any New York State or federal courtcourt referred to in Section 11.12(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction Each party hereto irrevocably consents to service of any court and all legal process, summons, notices and documents in any suit, action or from proceeding brought in the United States of America arising out of or in connection with this Agreement or any legal other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 11.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. (whether through service d) If the interest rate hereunder on the Obligations is or notice, attachment prior to judgment, attachment becomes in aid of execution, execution or otherwise) with respect to itself or its property, each excess of the Parent maximum interest rate which the Borrowers are permitted by Law to contract or agree to pay, the rate of interest hereunder on the Obligations shall be deemed to be immediately reduced to such maximum rate and the Borrower hereby irrevocably waives all previous payments in excess of such immunity maximum interest rate shall be deemed to have been payments in respect reduction of its obligations under this Agreement principal and the other Loan Documentsnot of interest.

Appears in 1 contract

Samples: Junior Lien Term Loan Credit Agreement (McClatchy Co)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the courts Bankruptcy Court or, if the Bankruptcy Court does not have or abstains from jurisdiction, to the exclusive jurisdiction of any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notesother Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each Holdings and each of the Parent and Borrowers hereby irrevocably consents to the Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon courts by the Parent and the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Holdings or such Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent address specified pursuant to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereonSection 9.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes other Loan Documents in the courts of any jurisdiction. (b) . Each of the parties hereto 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 Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Sears Holdings Corp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx 00000, Attention: General Counsel Xxx Xxxx 00000 (the “Process Agent”)) and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement or the other Loan Documents Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Tc Pipelines Lp)

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or Agreement, the Notes, or any of the Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Borrowers hereby agrees agree that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. CT Corporation System at its offices at 0000 Xxxxxxxxx Xxxxxx X.X.1633 Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx 00000, AttentionXxtention: General Counsel Jennxxxx Xxxxx Xxxxxx (the “xxe "Process Agent"), and hereby further agrees that the any failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, any Borrower shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or Agreement, the Notes or any other Loan Document in the courts of any jurisdiction. (b) Each of the parties hereto 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 Agreement Agreement, the Notes or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) To the extent that either the Parent or the any Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to 76 72 judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the such Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Amdocs LTD)

Jurisdiction, Etc. (a) Each of the parties hereto The Issuer hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York America sitting in New York County and the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the NotesNote, or for recognition or enforcement of any judgment, and each of the parties hereto Issuer hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the Parent and the Borrower The Issuer hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon the Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto 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 Agreement Note shall affect any right that any party the Holder may otherwise have to bring any action or proceeding relating to this Agreement or the Notes Note in the courts of any jurisdiction. (b) Each of the parties hereto The Issuer hereby 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 Agreement or the other Loan Documents Note in any New York State or federal court. Each of the parties hereto The Issuer hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. THE ISSUER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR THE ACTIONS OF THE HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. (c) To the extent that either the Parent or the Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of the Parent and the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Note Agreement (Private Media Group Inc)