Common use of Submission to Jurisdiction; Agent for Service of Process Clause in Contracts

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees that any suit, action or proceeding against it with respect to this Agreement or any Series of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court in the Borough of Manhattan, State of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in New York City in any action or proceeding arising out of or relating to this Agreement. 16.2 Jamaica agrees that service of all writs, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon the Consul General of Jamaica, presently located in New York, New York (the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States). The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose of the Debt Securities and this Agreement and under no circumstances shall it be interpreted as a general waiver of Jamaica or a waiver with respect to proceedings unrelated to the Debt Securities or this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws. 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 5 contracts

Samples: Fiscal Agency Agreement (Jamaica Government Of), Fiscal Agency Agreement (Jamaica Government Of), Fiscal Agency Agreement (Jamaica Government Of)

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Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees Israel and the Underwriters agree that any suit, action or proceeding against it with respect to this Agreement or any Series the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have exclusive jurisdiction in respect of any legal action or proceeding brought against Israel and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service . In respect of all writsany such proceeding which may be brought hereunder, process and summonses Israel irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Israel irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Xxxxxx hereby appoints the Head of Israel Economic Mission – Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 800 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (“Authorized Agent”) to receive on its behalf service of process in any proceeding that may be brought under the immediately preceding paragraph of this Section 13 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Israel may nominate a substitute or replacement for its Authorized Agent in the State of New York by giving notice thereof to the Underwriters, but such appointment shall not be effective until the successor to the Authorized Agent accepts appointment as such. Israel agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose failure of the Debt Securities Authorized Agent to give Israel notice of the service of any process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. Israel will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Agreement Section 13, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Israel (mailed or delivered to Israel at the address set forth in Section 14 hereof) shall be deemed, in every respect, effective service of process upon Israel. In respect of any proceeding which may be brought under no circumstances shall it be interpreted as a general waiver this Agreement, Israel irrevocably agrees not to assert the defense of Jamaica immunity, on the grounds of sovereignty or a waiver otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property. Neither the submission to jurisdiction, the appointment of the Authorized Agent or the agreements with respect to proceedings unrelated immunity in this Section 13 shall be interpreted to include actions brought under the Debt Securities United States Federal securities laws or any state securities laws (other than any legal action or proceeding instituted by an Underwriter in its capacity as an Underwriter under this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws). 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Israel, State Of), Underwriting Agreement (Israel, State Of)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees Israel and the Underwriters agree that any suit, action or proceeding against it with respect to this Agreement or any Series the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have exclusive jurisdiction in respect of any legal action or proceeding brought against Israel and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service . In respect of all writsany such proceeding which may be brought hereunder, process and summonses Israel irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Israel irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Israel hereby appoints the Consul and Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 800 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent (“Authorized Agent”) to receive on its behalf service of process in any proceeding which may be brought under the immediately preceding paragraph of this Section 13 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Israel may nominate a substitute or replacement for its Authorized Agent in the State of New York by giving notice thereof to you, but such appointment shall not be effective until the successor to the Authorized Agent accepts appointment as such. Israel agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose failure of the Debt Securities Authorized Agent to give Israel notice of the service of any process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. Israel will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Agreement Section 13, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Israel (mailed or delivered to Israel at the address set forth in Section 14) hereof shall be deemed, in every respect, effective service of process upon Israel. In respect of any proceeding which may be brought under no circumstances shall it be interpreted as a general waiver this Agreement, Israel irrevocably agrees not to assert the defense of Jamaica immunity, on the grounds of sovereignty or a waiver otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property. Neither the submission to jurisdiction, the appointment of the Authorized Agent or the agreements with respect to proceedings unrelated immunity in this Section 13 shall be interpreted to include actions brought under the Debt Securities United States Federal securities laws or any State securities laws (other than any legal action or proceeding instituted by an Underwriter in its capacity as an Underwriter under this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws). 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Israel State Of), Underwriting Agreement (Israel State Of)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees Israel and the Underwriters agree that any suit, action or proceeding against it with respect to this Agreement or any Series the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have exclusive jurisdiction in respect of any legal action or proceeding brought against Israel and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service . In respect of all writsany such proceeding which may be brought hereunder, process and summonses Israel irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Israel irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Israel hereby appoints the Consul and Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent (“Authorized Agent”) to receive on its behalf service of process in any proceeding which may be brought under the immediately preceding paragraph of this Section 13 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Israel may nominate a substitute or replacement for its Authorized Agent in the State of New York by giving notice thereof to the Representatives, but such appointment shall not be effective until the successor to the Authorized Agent accepts appointment as such. Israel agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose failure of the Debt Securities Authorized Agent to give Israel notice of the service of any process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. Israel will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Agreement Section 13, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Israel (mailed or delivered to Israel at the address set forth in Section 14) hereof shall be deemed, in every respect, effective service of process upon Israel. In respect of any proceeding which may be brought under no circumstances shall it be interpreted as a general waiver this Agreement, Israel irrevocably agrees not to assert the defense of Jamaica immunity, on the grounds of sovereignty or a waiver otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property. Neither the submission to jurisdiction, the appointment of the Authorized Agent or the agreements with respect to proceedings unrelated immunity in this Section 13 shall be interpreted to include actions brought under the Debt Securities United States Federal securities laws or any State securities laws (other than any legal action or proceeding instituted by an Underwriter in its capacity as an Underwriter under this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws). 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Israel State Of), Underwriting Agreement (Israel State Of)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees that (a) The Pledgor hereby irrevocably submits to the non-exclusive jurisdiction of any suit, action state or proceeding against it with respect to this Agreement or any Series of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State federal court sitting in the Borough County of ManhattanNew York, State of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in New York City in connection with any action or proceeding arising out of or relating related to this Agreement, or any other Security Document, or the transactions contemplated hereby or thereby, irrevocably consents to the service of process in such actions, and, to the maximum extent permitted by law, waives irrevocably any objection to venue or objections in the nature of forum non conveniens that it ----- --- ---------- may have. 16.2 Jamaica agrees that (b) The Pledgor hereby irrevocably appoints C T Corporation System (the "Process Agent"), with an office on the date hereof at 0000 Xxxxxxxx, Xxx ------------- Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of itself and its property service of all writs, copies of the summons and complaint and any other process and summonses which may be served in any Related Proceeding brought against it in the State of New York such action or proceeding. Such service may be made upon by mailing or delivering a copy of such process to the Consul General Pledgor in care of Jamaicathe Process Agent (or any successor thereto, presently located as the case may be) at such Process Agent's above address (or the address of any successor thereto, as the case may be), and the Pledgor hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. The Pledgor shall appoint a successor agent for service of process should the agency of C T Corporation System terminate for any reason, and further shall at all times maintain an agent for service of process in New York, New York (York, so long as there shall be outstanding any Obligations hereunder. The Pledgor shall give notice to the “Process Agent”)Secured Party of any appointment of successor agents for service of process, and Jamaica has shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to the Secured Party. As an alternative method of service, the Pledgor also irrevocably appointed consents to the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all process in any such writs, action or proceeding by the mailing of copies of such process and summonses, and to it at its address specified in Section 20 hereof. The Pledgor 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 failure judgment or in any other manner provided by law. Nothing in this Section 24 shall affect the right of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability Secured Party to serve any such writs, legal process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon or affect the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any right of the Specified Courts or Secured Party to the laying of venue in bring any suit, action or proceeding brought solely for against the purpose of enforcing Pledgor or executing any Related Judgement its properties in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance courts of any Related Proceeding or any such suit, action or proceeding in any such courtother jurisdiction. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States). The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose of the Debt Securities and this Agreement and under no circumstances shall it be interpreted as a general waiver of Jamaica or a waiver with respect to proceedings unrelated to the Debt Securities or this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws. 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 1 contract

Samples: Share Pledge Agreement (Al Industrier As)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees Israel and the Underwriters agree that any suit, action or proceeding against it with respect to this Agreement or any Series the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have exclusive jurisdiction in respect of any legal action or proceeding brought against Israel and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service . In respect of all writsany such proceeding which may be brought hereunder, process and summonses Israel irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Israel irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Israel hereby appoints the Head of Israel Economic Mission – Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (“Authorized Agent”) to receive on its behalf service of process in any proceeding that may be brought under the immediately preceding paragraph of this Section 13 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Israel may nominate a substitute or replacement for its Authorized Agent in the State of New York by giving notice thereof to the Underwriters, but such appointment shall not be effective until the successor to the Authorized Agent accepts appointment as such. Israel agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose failure of the Debt Securities Authorized Agent to give Israel notice of the service of any process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. Israel will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Agreement Section 13, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Israel (mailed or delivered to Israel at the address set forth in Section 14 hereof) shall be deemed, in every respect, effective service of process upon Israel. In respect of any proceeding which may be brought under no circumstances shall it be interpreted as a general waiver this Agreement, Israel irrevocably agrees not to assert the defense of Jamaica immunity, on the grounds of sovereignty or a waiver otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property. Neither the submission to jurisdiction, the appointment of the Authorized Agent or the agreements with respect to proceedings unrelated immunity in this Section 13 shall be interpreted to include actions brought under the Debt Securities United States Federal securities laws or any state securities laws (other than any legal action or proceeding instituted by an Underwriter in its capacity as an Underwriter under this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws). 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Israel, State Of)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees that any suit, action or proceeding against it with respect to this Agreement or any Series of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court in the Borough of Manhattan, State of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”), provided that Section 20(4) of the Crown Proceedings Act of Jamaica states that no execution or attachment shall be issued by any court in Jamaica for the purpose of enforcing payment by the Government of any money or costs. Instead, the Crown Proceedings Act of Jamaica provides that where, in any civil proceedings by or against the Government, any order (including an order for costs) is made by any court in Jamaica in favor of any person against the Government, the proper officer of the court shall, on an application and after taxing of costs, issue a certificate to such person that may be served upon the Attorney General. If the order provides for the payment of money or costs, the Ministry of Finance and Planning shall pay the amount due to such person. Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in New York City in any action or proceeding arising out of or relating to this Agreement. 16.2 Jamaica agrees that service of all writs, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon the Consul General of Jamaica, presently located in New York, New York (the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States). The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose of the Debt Securities and this Agreement and under no circumstances shall it be interpreted as a general waiver of Jamaica or a waiver with respect to proceedings unrelated to the Debt Securities or this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws. 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Jamaica Government Of)

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Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees Israel and the Underwriter agree that any suit, action or proceeding against it with respect to this Agreement or any Series the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have exclusive jurisdiction in respect of any legal action or proceeding brought against Israel and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service . In respect of all writsany such proceeding which may be brought hereunder, process and summonses Israel irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Israel irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Xxxxxx hereby appoints the Consul and Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 800 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent (“Authorized Agent”) to receive on its behalf service of process in any proceeding which may be brought under the immediately preceding paragraph of this Section 12 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Israel may nominate a substitute or replacement for its Authorized Agent in the State of New York by giving notice thereof to the Underwriter, but such appointment shall not be effective until the successor to the Authorized Agent accepts appointment as such. Israel agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose failure of the Debt Securities Authorized Agent to give Israel notice of the service of any process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. Israel will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Agreement Section 12, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Israel (mailed or delivered to Israel at the address set forth in Section 13) hereof shall be deemed, in every respect, effective service of process upon Israel. In respect of any proceeding which may be brought under no circumstances shall it be interpreted as a general waiver this Agreement, Israel irrevocably agrees not to assert the defense of Jamaica immunity, on the grounds of sovereignty or a waiver otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property. Neither the submission to jurisdiction, the appointment of the Authorized Agent or the agreements with respect to proceedings unrelated immunity in this Section 12 shall be interpreted to include actions brought under the Debt Securities United States Federal securities laws or any State securities laws (other than any legal action or proceeding instituted by the Underwriter in its capacity as Underwriter under this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws). 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Israel, State Of)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica Purchaser hereby agrees that any suit, action or proceeding against it with respect to this Agreement or any Series only the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have jurisdiction in respect of any legal action or proceeding brought against Purchaser and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service Agreement ("Proceedings"). In respect of all writsany such Proceeding which may be brought hereunder, process and summonses Purchaser irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Purchaser irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Purchaser hereby appoints the Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 800 Second Avenue, 17th Floor, New York, N.Y. 10017, as its authorized agent ("Authorized Agent") to receive on its behalf service of process in any Proceeding which may be brought under the immediately preceding paragraph of this Article 18 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Such appointment shall be irrevocable until all amounts, if any, due or to become due under this Agreement have been paid by Purchaser to Seller, or unless and until a successor shall have been appointed as Purchaser's Authorized Agent and such successor shall have accepted such appointment. Purchaser agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver failure of immunities the Authorized Agent to give Purchaser notice of the service of any process shall not affect the validity of any Proceeding based on that process or any judgment obtained pursuant to it. Purchaser will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Article 18, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Purchaser (mailed or delivered to Purchaser at the address set forth above) hereof shall be deemed, in every respect, effective service of process upon Purchaser. Upon receipt of such service of process the Authorized Agent shall advise the Ambassador of Israel to the United States and the Ministry of Finance of Israel promptly by telex of its receipt thereof, but the failure to so advise shall have no effect on the validity or timeliness of any such service. Purchaser irrevocably and expressly waives the diplomatic immunity of Chief Fiscal Officer-Western Hemisphere of the Ministry of Finance of the State of Israel with respect to the acceptance of the service of process referred to herein constitutes only a limited and specific waiver for the purpose pursuant to Article 32 of the Debt Securities Vienna Convention on Diplomatic Relations. In respect of any Proceedings which may be brought as provided in this Article, Purchaser irrevocably agrees not to assert the defense of immunity, on the grounds of sovereignty or otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property, including, without limitation, Unit 3. With respect to any Proceedings, neither the appointment of the Authorized Agent nor the waivers agreed to in this Agreement and under no circumstances Article shall it be interpreted as a general waiver of Jamaica or a waiver with respect to proceedings unrelated to include actions brought under the Debt Securities or this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal Federal securities laws or state any State securities laws. 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 1 contract

Samples: Agreement of Sale (Ampal American Israel Corp /Ny/)

Submission to Jurisdiction; Agent for Service of Process. 16.1 Jamaica agrees Israel and the Underwriters agree that any suit, action or proceeding against it with respect to this Agreement or any Series the Federal courts of the Debt Securities (a “Related Proceeding”) may be brought in any Federal or State court United States sitting in the Borough of Manhattan, State Southern District of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out State of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough City of Manhattan in New York City and the courts of Israel shall have exclusive jurisdiction in respect of any legal action or proceeding brought against Israel and arising out of or relating to this Agreement. 16.2 Jamaica agrees that service . In respect of all writsany such proceeding which may be brought hereunder, process and summonses Israel irrevocably submits to the jurisdiction of the Federal courts of the United States in any Related Proceeding brought against it in the Southern District of New York, the courts of the State of New York may be made upon sitting in the Consul General City of Jamaica, presently located in New York, New York (and the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service courts of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives, for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions. 16.3 Jamaica irrevocably consents to Israel and waives any right of objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. 16.4 To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, any objection on the Foreign Sovereign Immunities Act basis of 1976 inconvenient forum. Israel irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Israel hereby appoints the Consul and Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance of the Government of Israel, whose office address is presently at 800 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent (“Authorized Agent”) to receive on its behalf service of process in any proceeding which may be brought under the immediately preceding paragraph of this Section 13 in a Federal court of the United States)States in the Southern District of New York or in a New York State court in the City of New York. Israel may nominate a substitute or replacement for its Authorized Agent in the State of New York by giving notice thereof to the Underwriters, but such appointment shall not be effective until the successor to the Authorized Agent accepts appointment as such. Israel agrees that it will at all times maintain an Authorized Agent to receive such service, as above provided. The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose failure of the Debt Securities Authorized Agent to give Israel notice of the service of any process shall not affect the validity of any proceeding based on that process or any judgment obtained pursuant to it. Israel will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent at the address indicated in this Agreement Section 13, or at such other address in the Borough of Manhattan in the City of New York, as may be the office of the Authorized Agent at the time of such service, and written notice of such service to Israel (mailed or delivered to Israel at the address set forth in Section 14) hereof shall be deemed, in every respect, effective service of process upon Israel. In respect of any proceeding which may be brought under no circumstances shall it be interpreted as a general waiver this Agreement, Israel irrevocably agrees not to assert the defense of Jamaica immunity, on the grounds of sovereignty or a waiver otherwise, from jurisdiction, execution or attachment in aid of execution, personally and in respect of any of its property. Neither the submission to jurisdiction, the appointment of the Authorized Agent or the agreements with respect to proceedings unrelated immunity in this Section 13 shall be interpreted to include actions brought under the Debt Securities United States Federal securities laws or any State securities laws (other than any legal action or proceeding instituted by an Underwriter in its capacity as an Underwriter under this Agreement. In addition, Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws). 16.5 If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given. 16.6 Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Debt Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Debt Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Debt Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Israel, State Of)

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