Jurisdiction; Venue and Service. (a) Each Grantor, for itself and its Affiliates, hereby irrevocably and unconditionally:
(i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to:
(A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable;
(B) assert that venue is improper in the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or
(C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.
(ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to:
(A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable;
(B) assert that venue is improper in the Supreme Court of the
(C) assert that the Supreme Court of the State of New York is
(iii) agrees to bring any suit, action or proceeding by any Grantor or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remo...
Jurisdiction; Venue and Service. Each of the Purchaser, for itself and its Affiliates, and the Seller hereby irrevocably and unconditionally:
(a) (i) agrees that any suit, action or proceeding instituted against it by any other party with respect to this Agreement may be instituted, and that any suit, action or proceeding by it against any other party with respect to this Agreement shall be instituted, only in the U.S. District Court for the Southern District of New York or the United States District Court for the District of Columbia (and appellate courts from any of the foregoing), (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it by any other party and (iii) agrees that a final judgment in any such suit, 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;
(b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.06(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address for notices pursuant to Article XII (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 13.06 shall affect the ability of any party to be served process in any other manner permitted by Law;
(c) (i) waives 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 brought in any court specified in Section 13.06(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and (iii) agrees not to plead or claim either of the foregoing; and
(d) agrees that nothing contained in this Section 13.06 shall be construed as a limitation on any removal rights the FDIC may have.
Jurisdiction; Venue and Service. For purposes of this Agreement, each of the Borrowers and the Guarantors hereby irrevocably consents and submits to the nonexclusive jurisdiction and venue of all federal and state courts located in the County of Erie, State of New York and consents that any order, process, notice of motion or other application to or by any of said courts or a judge thereof may be served within or without such court's jurisdiction by registered mail or by personal service, provided a reasonable time for appearance is allowed, in connection with any action or proceeding arising out of, under or relating to this Agreement or the Facility Documents. At the option of the Agent, upon the instructions of the Required 84 86 Lenders, the Borrowers or the Guarantors may be joined in any action or proceeding commenced by the Agent or the Lenders against any Security Document Party in connection with or based on the Security Documents, and recovery may be had against the Borrowers or the Guarantors in such action or proceeding or in any independent action or proceeding against the Borrowers, without any requirement that the Agent or the Lenders first assert, prosecute or exhaust any remedy or claim against any Security Document Party. Each of the Borrowers and the Guarantors hereby irrevocably waives (to the fullest extent permitted 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, under or relating to this Agreement or any Facility Document brought in any federal or state court located in the County of Erie, State of New York, and hereby further irrevocably waives (to the fullest extent permitted by applicable law) any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. CTG (UK) Ltd hereby further irrevocably and unconditionally waives any immunity to which it or its assets may at any time be or become entitled, whether characterized as sovereign immunity or otherwise, from any set-off or legal action in the United States, United Kingdom or elsewhere, including immunity from service of process, immunity from jurisdiction or any court or tribunal and immunity of any of its assets from attachment prior to judgment or from execution of a judgment.
Jurisdiction; Venue and Service. Each of the parties hereto, for itself and each of its Affiliates, hereby irrevocably and unconditionally:
(a) (i) agrees that any suit, action or proceeding instituted against it by any other party with respect to this Agreement may be instituted, and that any suit, action or proceeding instituted by it against any other party with respect to this Agreement shall be instituted, only in the Supreme Court of the State of New York, County of New York, or the U.S. District Court for the Southern District of New York, as the party instituting such suit, action or proceeding may choose (and appellate courts from any of the foregoing),
Jurisdiction; Venue and Service. Section 2.1 (l) (Jurisdiction and Venue) of the Common Terms is hereby incorporated by reference; provided, that for purposes of this Agreement, all references to the “Supreme Court of the State of New York” or “Supreme Court of the State of New York, County of New York” appearing in clauses (ii), (ii)(B), (ii)(C) and (iv) thereof will mean and refer to the “Chancery Court of the State of Delaware”.
Jurisdiction; Venue and Service. EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF ALL FEDERAL AND STATE COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND CONSENTS THAT ANY ORDER, PROCESS, NOTICE OF MOTION OR OTHER APPLICATION TO OR BY ANY OF SAID COURTS OR A JUDGE THEREOF MAY BE SERVED WITHIN OR WITHOUT SUCH COURT'S JURISDICTION BY REGISTERED MAIL OR BY PERSONAL SERVICE, PROVIDED A REASONABLE TIME FOR APPEARANCE IS ALLOWED, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF, UNDER OR RELATING TO THIS AMENDMENT. AT THE OPTION OF THE AGENTS, UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS, ANY LOAN PARTY MAY BE JOINED IN ANY ACTION OR PROCEEDING COMMENCED BY THE AGENTS OR THE LENDERS AGAINST ANY OTHER LOAN PARTY IN CONNECTION WITH OR BASED ON THIS AMENDMENT, AND RECOVERY MAY BE HAD AGAINST ANY LOAN PARTY IN SUCH ACTION OR PROCEEDING OR IN ANY INDEPENDENT ACTION OR PROCEEDING AGAINST ANY LOAN PARTY, WITHOUT ANY REQUIREMENT THAT THE AGENTS OR THE LENDERS FIRST ASSERT, PROSECUTE OR EXHAUST ANY REMEDY OR CLAIM AGAINST ANY OTHER LOAN PARTY. EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED 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, UNDER OR RELATING TO THIS AMENDMENT BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Jurisdiction; Venue and Service. (a) The Company, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document, and waives any right to:
(A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Initial Member files the action, suit or proceeding) without the consent of the Initial Member;
(B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or
(C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum;
Jurisdiction; Venue and Service. Each of the parties hereto, for itself and each of its Affiliates, hereby irrevocably and unconditionally:
(a) (i) agrees that any suit, action or proceeding instituted against it by any other party with respect to this Agreement may be instituted, and that any suit, action or proceeding instituted by it against any other party with respect to this Agreement shall be instituted, only in the U.S. District Court for the Southern District of New York or the United States District Court for the District of Columbia (and appellate courts from any of the foregoing), (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it by any other party and
Jurisdiction; Venue and Service. Each of the Private Owner and the Bank, for itself and its Affiliates, hereby irrevocably and unconditionally:
Jurisdiction; Venue and Service. (a) Each of (x) the Company, the Private Owner and the Bank, for itself and its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally:
(i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Initial Member or the Transferor arising out of, relating to, or in connection with this Agreement or any Transaction Document, and waives any right to:
(1) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Initial Member or the Transferor, as applicable, files the suit, action or proceeding without the consent of the Initial Member or the Transferor, as applicable;
(2) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or
(3) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum;
(ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Initial Member or the Transferor arising out of, relating to, or in connection with this Agreement or any Transaction Document (other than the LLC Operating Agreement), and waives any right to:
(1) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Initial Member or the Transferor, as applicable;
(2) assert that venue is improper in the Supreme Court of the State of New York, County of New York; or
(3) assert that the Supreme Court of the State of New York, County of New York, is an inconvenient forum;
(iii) agrees to bring any suit, action or proceeding by it or its Affiliate against the Initial Member or the Transferor in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Initial Member or the Transferor, as applicable, and agrees to consent therea...
