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

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 4 contracts

Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.)

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Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street200 Xxxxx Xxxxxx, 10xx Xxxxx15th Floor, Xxx XxxxNew York, Xxx Xxxx 00000New York 10281-0000 1023 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 4 contracts

Samples: Underwriting Agreement (BROOKFIELD Corp /On/), Underwriting Agreement (BROOKFIELD Corp /On/), Underwriting Agreement (BROOKFIELD Corp /On/)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby The Company irrevocably agree (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transaction transactions contemplated hereby may be instituted in any state or federal court Court in The City of New York and in the respective courts of each party’s own corporate York, (or, in the case of the Underwriters, partnershipii) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City to the convenience of New York the forum and hereby irrevocably (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction transactions contemplated hereby which may be instituted in any state New York Court by any Underwriter or federal court in The City of New Yorkby any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action action, and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process)thereto. Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI The Company represents and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said such agent for service of process, process and BFI and the Parent agree agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent Company shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableCompany.

Appears in 4 contracts

Samples: Underwriting Agreement (Talisman Energy Inc), Underwriting Agreement (Talisman Energy Inc), Underwriting Agreement (Talisman Energy Inc)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”)Torys LLP, Brookfield Place1114 Avenue of the Americas, 250 Vxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC Torys LLP specified above and any domicile that BAM LLC Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 3 contracts

Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suitExcept as set forth below, action or proceeding no claim arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Xxxxxx Xxxxxx & Xxxxxxxx LLP, Brookfield Place000 Xxxx 00xx Xxxxxx, 250 Vxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and agents of New Yorkthe Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Top Ships Inc.), Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby The Company irrevocably agree (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transaction transactions contemplated hereby may be instituted in any state or federal court Court in The City the city of New York and in the respective courts of each party’s own corporate York, (or, in the case of the Underwriters, partnershipii) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City to the convenience of New York the forum and hereby irrevocably (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction transactions contemplated hereby which may be instituted in any state New York Court by any Underwriter or federal court in The City of New Yorkby any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action action, and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process)thereto. Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI The Company represents and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said such agent for service of process, process and BFI and the Parent agree agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent Company shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableCompany.

Appears in 2 contracts

Samples: Underwriting Agreement (Talisman Energy Inc), Underwriting Agreement (Talisman Energy Inc)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Xxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 2 contracts

Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent The Company hereby irrevocably agree agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Torys LLP, Brookfield Place1114 Avenue of the Americas, 250 Vxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC Torys LLP specified above and any domicile that BAM LLC Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI The Company represents and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent Company shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableCompany.

Appears in 2 contracts

Samples: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent CI hereby irrevocably agree agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent CI has appointed Brookfield Asset Management LLC Xxxxxxx & Associates (“BAM LLCXxxxxxx”), Brookfield Place000 Xxxxxxx Xxxxxx, 250 Vxxxx StreetXxxxx 000, 10xx XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxxx 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC Xxxxxxx specified above and any domicile that BAM LLC Xxxxxxx may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC Xxxxxxx (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent CI will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI CI represents and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree CI agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent CI shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableCI.

Appears in 2 contracts

Samples: Underwriting Agreement (CI Financial Corp.), Underwriting Agreement (CI Financial Corp.)

Submission to Jurisdiction; Agent for Service. Each of BFI (a) The Company and the Parent hereby Operating Subsidiaries irrevocably agree that submit to the non-exclusive jurisdiction of any legal New York Court over any suit, action or proceeding arising out of or based upon relating to this Agreement Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADR Registration Statement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case offering of the Underwriters, partnership) domicile with respect to actions brought against it, hereby Shares or the American Depositary Shares. The Company and the Operating Subsidiaries irrevocably waiveswaive, to the fullest extent it may effectively do sopermitted by law, any objection which it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any state claim that any such suit, action or federal proceeding brought in such a court has been brought in The City an inconvenient forum. To the extent that the Company or any Operating Subsidiary has or hereafter may acquire any immunity (on the grounds of New York and hereby irrevocably submits to sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and each of the Operating Subsidiaries irrevocably waives, to the fullest extent permitted by law, such courts immunity in respect of any such suit, action or proceeding. (b) The Company and the Operating Subsidiaries hereby irrevocably appoint CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceedingproceeding may be made thereupon at the office of such agent. Each of BFI The Company and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”)Operating Subsidiaries waive, Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, thereto; the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI Company and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent Operating Subsidiaries represent and warrant warrant, jointly and severally, that the Authorized Agent such agent has agreed to act as said their agent for service of process, and BFI ; and the Parent agree Company and the Operating Subsidiaries agree, jointly and severally, to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (eTelecare Global Solutions, Inc.)

Submission to Jurisdiction; Agent for Service. (a) Each of BFI the Issuer and the Parent hereby irrevocably agree Guarantors agrees that any legal suit, action or proceeding against it brought by any Noteholder or the Trustee arising out of or based upon this Agreement Indenture or the transaction contemplated hereby Notes may be instituted in any state or federal Federal court in the Borough of Manhattan in The City of New York York, New York, and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Issuer and the Guarantors (i) acknowledges that it hereby designates and appoints C T Corporation System, currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes or this Indenture , that may be instituted in any Federal or state or federal court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and hereby irrevocably acknowledges that C T Corporation System has accepted such designation, (ii) submits to the exclusive jurisdiction of any such courts court in any such suit, action or proceeding, and (iii) agrees that service of process upon C T Corporation System shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. Each of BFI the Issuer and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Authorized Agent C T Corporation System in full force and effect so long as this Indenture shall be in full force and effect; provided that the Issuer and such Guarantor may and shall (to the extent C T Corporation System ceases to be able to be served on the basis contemplated herein), as aforesaid. Service of process upon the Authorized Agent and by written notice of to the Trustee, designate such service to BFI additional or the Parent shall be deemed, in every respect, effective alternative agents for service of process upon BFI under this Section 11.07 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Issuer or any Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the Parentordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, as applicableThe City of New York, State of New York. Upon the request of any Noteholder, the Trustee shall deliver such information to such Noteholder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Issuer and each Guarantor appointed and acting in accordance with this Section 11.07.

Appears in 1 contract

Samples: Indenture (Ultrapar Holdings Inc)

Submission to Jurisdiction; Agent for Service. (a) Each of BFI the Issuer and the Parent hereby irrevocably agree Guarantors agrees that any legal suit, action or proceeding against it brought by any Noteholder or the Trustee arising out of or based upon this Agreement Indenture or the transaction contemplated hereby Notes may be instituted in any state or federal Federal court sitting in the Borough of Manhattan in The City of New York York, New York, and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding proceeding, and irrevocably submit to the exclusive jurisdiction of such courts in any suit, action or proceeding. (b) By the execution and delivery of this Indenture or any amendment or supplement hereto, each of the Issuer and the Guarantors (i) acknowledges that it hereby designates and appoints C T Corporation System, currently located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon which process may be served in any suit, action or proceeding with respect to, arising out of, or relating to, the Notes or this Indenture , that may be instituted in any Federal or state or federal court in the State of New York, The City of New York York, the Borough of Manhattan, or brought under Federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and hereby irrevocably acknowledges that C T Corporation System has accepted such designation, (ii) submits to the exclusive jurisdiction of any such courts court in any such suit, action or proceeding, and (iii) agrees that service of process upon C T Corporation System shall be deemed in every respect effective service of process upon the Issuer or such Guarantor in any such suit, action or proceeding. Each of BFI the Issuer and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree Guarantors further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of the Authorized Agent C T Corporation System in full force and effect so long as this Indenture shall be in full force and effect; provided that the Issuer and such Guarantor may and shall (to the extent C T Corporation System ceases to be able to be served on the basis contemplated herein), as aforesaid. Service of process upon the Authorized Agent and by written notice of to the Trustee, designate such service to BFI additional or the Parent shall be deemed, in every respect, effective alternative agents for service of process upon BFI under this Section 11.07 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Issuer or any Guarantor or (y) a corporate service company which acts as agent for service of process for other Persons in the Parentordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 11.07. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, as applicableThe City of New York, State of New York. Upon the request of any Noteholder, the Trustee shall deliver such information to such Noteholder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Issuer and each Guarantor appointed and acting in accordance with this Section 11.07.

Appears in 1 contract

Samples: Indenture (Ultrapar Holdings Inc)

Submission to Jurisdiction; Agent for Service. Each of the UK Issuer, BFI and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of the UK Issuer, BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI the Issuers and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI The Issuers and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI the Issuers and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the UK Issuer, BFI or the Parent shall be deemed, in every respect, effective service of process upon the UK Issuer, BFI or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Xxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI US LLC and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate or limited liability company (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI US LLC and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street200 Xxxxx Xxxxxx, 10xx Xxxxx15th Floor, Xxx XxxxNew York, Xxx Xxxx 00000New York 10281-0000 1023 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI US LLC and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI US LLC and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI US LLC and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI US LLC or the Parent shall be deemed, in every respect, effective service of process upon BFI US LLC or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (BROOKFIELD Corp /On/)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suitExcept as set forth below, action or proceeding no claim arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Xxxxxx & Xxxxxx LLP, Brookfield Place, 250 Vxxxx Street, 10xx Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and agents of New Yorkthe Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that Except as set forth below, no claim, counterclaim or dispute or any legal suit, action kind or proceeding nature whatsoever arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby (each, a “Claim”) may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any Claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Xxxxxx & Xxxxxx LLP, Brookfield Place, 250 Vxxxx Street, 10xx Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , Attn: Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Underwriters, the respective directors, officers, partners, employees and agents of New Yorkthe Underwriters and each respective affiliate of the Underwriters, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the process agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentUnderwriters, as applicablethe respective directors, officers, partners, employees and agents of the Underwriters and each respective affiliate of the Underwriters, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. Each Underwriter and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Underwriting Agreement (Paragon Shipping Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suitExcept as set forth below, action or proceeding no claim arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)IceCure Medical Inc., Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and Agent of New Yorkthe Agent and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and Agent of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Cayman Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Equity Distribution Agreement (IceCure Medical Ltd.)

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Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent The Company hereby irrevocably agree agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)CT Corporation System, Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx100 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 00000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC CT Corporation System specified above and any domicile that BAM LLC CT Corporation System may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI The Company represents and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent Company shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each Except as set forth below, no claim arising out of BFI or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the Parent Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby irrevocably agree that consents to personal jurisdiction, service and venue in any legal court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed Sxxxxx & Kxxxxx LLP, Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transaction transactions contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and agents of New Yorkthe Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Mxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent CI hereby irrevocably agree agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent CI has appointed Brookfield Asset Management LLC Pxxxxxx & Associates (“BAM LLCPxxxxxx”), Brookfield Place850 Xxxxxxx Xxxxxx, 250 Vxxxx StreetXxxxx 000, 10xx XxxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as Xxxxxxxx 00000 xx its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC Pxxxxxx specified above and any domicile that BAM LLC Pxxxxxx may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC Pxxxxxx (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent CI will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI CI represents and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree CI agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent CI shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableCI.

Appears in 1 contract

Samples: Underwriting Agreement (CI Financial Corp.)

Submission to Jurisdiction; Agent for Service. Each of BFI US LLC and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate or limited liability company (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI US LLC and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Xxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI US LLC and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI US LLC and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI US LLC and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI US LLC or the Parent shall be deemed, in every respect, effective service of process upon BFI US LLC or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suitExcept as set forth below, action or proceeding no claim arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Sxxxxx & Kxxxxx LLP, Brookfield PlaceOne Battery Park Plaza, 250 Vxxxx StreetNew York, 10xx XxxxxNew York 10004, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and agents of New Yorkthe Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Mxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suitExcept as set forth below, action or proceeding no claim arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Winston & Xxxxxx LLP, Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and Agent of New Yorkthe Agent and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and Agent of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Cayman Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Equity Distribution Agreement (SAI.TECH Global Corp)

Submission to Jurisdiction; Agent for Service. Each of BFI the Selling Shareholder and the Parent Company hereby irrevocably agree agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI the Selling Shareholder and the Parent Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Torys LLP, Brookfield Place1114 Avenue of the Americas, 250 Vxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC Torys LLP specified above and any domicile that BAM LLC Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI the Selling Shareholder and the Parent Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI Each of the Selling Shareholder and the Parent represent Company represents and warrant warrants that the Authorized Agent has agreed to act as said agent for service of process, and BFI each of the Selling Shareholder and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent Selling Shareholder and the Company shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicableSelling Shareholder and the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Norbord Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI and the Parent hereby irrevocably agree that any legal suitExcept as set forth below, action or proceeding no claim arising out of or based upon in any way relating to this Agreement or the transaction contemplated hereby may be instituted commenced, prosecuted or continued in any state or federal court in The City other than the courts of the State of New York and located in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and hereby irrevocably submits the Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any such suit, action court in which any claim arising out of or proceedingin any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. Each of BFI and the Parent The Company has appointed Brookfield Asset Management LLC (“BAM LLC”)Xxxxxx & Xxxxxx LLP, Brookfield Place, 250 Vxxxx Street, 10xx Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such suit, action or proceeding arising out of or based on upon this Agreement or the transaction transactions contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and agents of New Yorkthe Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms. Very truly yours, CASTOR MARITIME INC. By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx Title: Chairman, Chief Executive Officer and Chief Financial Officer Confirmed as applicable.of the date first above mentioned. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director,Head of Investment Banking From: Castor Maritime Inc. To: Maxim Group LLC Subject: Transaction Notice Date: [•], 202__ Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Castor Maritime Inc. (the “Company”), and Maxim Group LLC (“Agent”), dated June 14, 2021, the Company hereby requests that the Agent sell up to [•] of the Company’s common shares, par value $0.001 per share, at a minimum market price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time]. Xxxx Xxxxxx Office: (000) 000-0000 Email: xxxxxxx@xxxxxxxx.xxx Xxxxxx Xxxxxx Office: (000) 000-0000 Email: xxxxxxx@xxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxxxxx@xxxxxxxxxxxxxx.xxx Spetses Shipping Co. Xxxxxxxx Islands Bistro Maritime Co. Xxxxxxxx Islands Pikachu Shipping Co. Xxxxxxxx Islands Bagheera Shipping Co. Xxxxxxxx Islands Pocahontas Shipping Co. Xxxxxxxx Islands Jumaru Shipping Co. Xxxxxxxx Islands Pumba Shipping Co. Xxxxxxxx Islands Super Mario Shipping Co. Xxxxxxxx Islands Kabamaru Shipping Co. Xxxxxxxx Islands Gamora Shipping Co. Xxxxxxxx Islands Rocket Shipping Co. Xxxxxxxx Islands Luffy Shipping Co. Xxxxxxxx Islands

Appears in 1 contract

Samples: Equity Distribution Agreement (Castor Maritime Inc.)

Submission to Jurisdiction; Agent for Service. Each Except as set forth below, no claim arising out of BFI or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have non-exclusive jurisdiction over the adjudication of such matters, and the Parent Company consents to the jurisdiction of such courts and personal service with respect thereto. The Company hereby irrevocably agree that consents to personal jurisdiction, service and venue in any legal court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against the Agent or any indemnified party. The Company has appointed Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transaction transactions contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Street, 10xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby herein which may be instituted in any state or federal court in The City New York Court, by the Agent, the directors, officers, partners, employees and agents of New Yorkthe Agents and each affiliate of the Agent, and expressly consents to accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI and the Parent represent and warrant warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and BFI and the Parent agree Company agrees to take any and all action, including the filing of any and all documents and instruments, as that may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the ParentAgent, as applicablethe directors, officers, partners, employees and agents of the Agent and each respective affiliate of the Agent, in any court of competent jurisdiction in the Republic of the Xxxxxxxx Islands. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

Appears in 1 contract

Samples: Equity Distribution Agreement (Top Ships Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI US LLC and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate or limited liability company (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI and the The Parent has appointed Brookfield Asset Management LLC (“BAM LLC”)Torys LLP, Brookfield Place1114 Avenue of the Americas, 250 Vxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxx, 00000.0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC Torys LLP specified above and any domicile that BAM LLC Torys LLP may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC Torys LLP (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI The Parent represents and the Parent represent and warrant warrants that the Authorized Agent has agreed to act as said agent for service of process, and BFI and the Parent agree agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI or the Parent shall be deemed, in every respect, effective service of process upon BFI or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

Submission to Jurisdiction; Agent for Service. Each of BFI the UK Issuer and the Parent hereby irrevocably agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transaction contemplated hereby may be instituted in any state or federal court in The City of New York and in the respective courts of each party’s own corporate (or, in the case of the Underwriters, partnership) domicile with respect to actions brought against it, hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any state or federal court in The City of New York and hereby irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Each of BFI the UK Issuer and the Parent has appointed Brookfield Asset Management LLC (“BAM LLC”), Brookfield Place, 250 Vxxxx Xxxxx Street, 10xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transaction contemplated hereby which may be instituted in any state or federal court in The City of New York, expressly consents to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and designates its domicile, the domicile of BAM LLC specified above and any domicile that BAM LLC may have in the future as its domicile to receive any notice hereunder (including service of process). Such appointment shall be irrevocable. If for any reason BAM LLC (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, BFI the UK Issuer and the Parent will promptly appoint a successor agent for this purpose reasonably acceptable to the Representatives. BFI The UK Issuer and the Parent represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and BFI the UK Issuer and the Parent agree to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect, as aforesaid. Service of process upon the Authorized Agent and written notice of such service to BFI the UK Issuer or the Parent shall be deemed, in every respect, effective service of process upon BFI the UK Issuer or the Parent, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Asset Management Inc.)

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