Common use of Submission to Jurisdiction and Service of Process Clause in Contracts

Submission to Jurisdiction and Service of Process. (a) Each of the Parties irrevocably and unconditionally submits to the jurisdiction of any state or federal court, and only federal court if diversity of Parties exists, sitting in New York County, New York in any claim, counterclaim, demand, cause of action, controversy or dispute arising out of or relating to this Agreement or any Ancillary Agreement and agrees that all claims in respect of such Action may be heard and determined in any such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other court. Each of the Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner permitted by Law. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that in the course of any Action, if Insurer elects to, based on the opinion of counsel, produce or otherwise disclose [ * * * ], to Company, Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing in this Agreement will obligate Insurer or any of its Affiliates or Representatives to make such disclosure), Company and Independent Fiduciary will consent to the filing of, and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Action. However, neither Company nor Independent Fiduciary will be required to take any steps that would compromise its ability to prosecute or defend the Action or otherwise prejudice its position (including any restrictions on the ability of its experts to review, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Action.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties irrevocably and unconditionally submits The Company hereto consents to the jurisdiction of and venue in Federal and state courts located in the Borough of Manhattan, City and State of New York, over any state suit, action or federal court, and only federal court if diversity of Parties exists, sitting in New York County, New York in any claim, counterclaim, demand, cause of action, controversy or dispute arising out of or relating proceeding with respect to this Agreement or any Ancillary Agreement and agrees that all claims in respect of such Action may be heard and determined in any such courttransaction contemplated hereby (an "Action"). Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement in any other court. Each of the Parties The Company irrevocably and unconditionally waives any objection to personal jurisdiction, the laying of venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives in any bond, surety Federal or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and state court located in the manner provided for Borough of Manhattan, City and State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Nothing contained in the giving of notices in Section 11.5, provided that nothing preceding sentences or elsewhere in this Section 11.7 Agreement will affect the right of preclude any Party to serve legal process party from enforcing any judgment or order in any jurisdiction where the other manner permitted by Lawparty owns any assets or property. (b) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States Federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the opinion Company irrevocably appoints as its authorized agent for service of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to reviewBear, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure Xxxxxxx & Co. Inc. of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties The Company irrevocably and unconditionally (i) submits to the jurisdiction of any state or federal court, and only federal court if diversity of Parties exists, sitting the State of New York in New York County, County or the United States District Court for the Southern District of the State of New York in for the purpose of any claimsuit, counterclaim, demand, cause of action, controversy or dispute other proceeding arising out of or relating to this Agreement Agreement, or any Ancillary Agreement of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (ii) agrees that all claims in respect of such Action any Proceeding may be heard and determined in any such court. Each Party also , (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to bring commence any Action arising out of or relating to this Agreement or any Ancillary Agreement Proceeding other than in any other court. Each of the Parties irrevocably such courts, and unconditionally waives any objection to personal jurisdiction(v) waives, venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner fullest extent permitted by Lawlaw, any claim that such Proceeding is brought in an inconvenient forum. (b) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the opinion Company irrevocably appoints as its authorized agent for service of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to review, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.

Submission to Jurisdiction and Service of Process. (a) Each The Issuer and the Guarantors irrevocably submit for the benefit of the Parties irrevocably Trustee and unconditionally submits the holders of the Notes, to the jurisdiction of any state or federal courtthe courts of England, and only federal court if diversity waive any immunity from the jurisdiction of Parties existssuch courts over any suit, sitting action or proceeding that may be brought in New York Countyconnection with this Indenture, New York in the Notes or the Guarantee. The Issuer and the Guarantors irrevocably waive, to the fullest extent permitted by law, any claimobjection to any suit, counterclaim, demand, cause of action, controversy or dispute arising out of or relating to this Agreement or any Ancillary Agreement and agrees proceeding that all claims in respect of such Action may be heard brought in connection with this Indenture, the Notes or the Guarantee in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and determined the Guarantors agree that final judgment in any such court. Each Party also agrees not to bring any Action arising out of suit, action or relating to this Agreement proceeding brought in such court shall be conclusive and binding upon the Issuer or any Ancillary Agreement the Guarantors, as the case may be, and may be enforced in any other court. Each of the Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue and any defense of inconvenient forum court to the maintenance jurisdiction of any Action so brought and waives any bondwhich the Issuer or the Guarantors, surety as the case may be, is or other security are subject by a suit upon such judgment; provided that might be required service of any other Party with respect thereto. Any Party may make service on any other Party by sending process is effected upon the Issuer or delivering a copy of the process to the Party to be served at the address and Guarantors in the manner provided by this Indenture. (b) The Issuer and the Guarantors agree that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Indenture, the Notes or the Guarantee against the Issuer or the Guarantors, as the case may be, in any court of England may be made upon the Authorized Agent, presently at Second Floor, One South Place, London EC2M 2WG, England, whom the Issuer and the Gxxxxxxxxx xxxxxxxxxxx xxxxxxx xx xxxxx xxspective authorized agent for service of process. The Issuer and the Guarantors represent and warrant that the Authorized Agent has agreed to act as the agent for service of process for the giving Issuer and the Guarantors. The Issuer and the Guarantors agree that such appointment shall be irrevocable so long as any of notices the Notes remain outstanding or until the irrevocable appointment by the Issuer or the Guarantors, as the case may be, of a successor in Section 11.5England as its authorized agent for such purpose and the acceptance of such appointment by such successor. The Issuer and the Guarantors further agree to take any and all action, provided including the filing of any and all documents and instruments, that nothing may be necessary to continue such appointment in full force and effect as aforesaid. If the Authorized Agent shall cease to act as the agent for service of process for the Issuer or the Guarantors, the Issuer or the Guarantors, as the case may be, shall appoint without delay another such agent and provide prompt written notice to the Trustee of such appointment. With respect to any such action in any court of England, service of process upon the Authorized Agent, as the authorized agent of the Issuer or the Guarantors for service of process, and written notice of such service to the Issuer or the Guarantors, as the case may be, shall be deemed, in every respect, effective service of process upon the Issuer or the Guarantors. Nothing in this Section 11.7 will shall affect the right of any Party party to serve legal process in any other manner permitted by Law. (b) Notwithstanding anything law or affect the right of any party to the contrary in this Agreement, the Parties acknowledge and agree that bring any action or proceeding against any other party or its property in the course courts of any Action, if Insurer elects to, based on other jurisdictions. Any Restricted Subsidiary that executes this Indenture or a guarantee pursuant to Section 9.14 shall be bound by the opinion foregoing upon execution and delivery of counsel, produce or otherwise disclose [ * * * ], a supplemental indenture giving effect to Company, Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing in this Agreement will obligate Insurer or any of its Affiliates or Representatives to make such disclosure), Company and Independent Fiduciary will consent to the filing ofguarantee, and shall appoint the Parties will use all reasonable efforts Authorized Agent as agent for service of process as contemplated by Section 1.14(b) prior to move for and urge the court to adopt, or immediately upon executing a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Action. However, neither Company nor Independent Fiduciary will be required to take any steps that would compromise its ability to prosecute or defend the Action or otherwise prejudice its position (including any restrictions on the ability of its experts to review, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionsupplemental indenture.

Submission to Jurisdiction and Service of Process. (ai) Each of the Parties irrevocably and unconditionally The Company submits to the jurisdiction of any state or federal court, and only federal court if diversity the courts of Parties exists, sitting in the State of New York Countyand the courts of the United States of America, in each case located in the Borough of Manhattan, City of New York in and State of New York over any claimsuit, counterclaim, demand, cause of action, controversy action or dispute arising out of or relating proceeding with respect to this Agreement or the transactions contemplated hereby. The Company waives any Ancillary Agreement and agrees objection that all claims in it may have to the venue of any suit, action or proceeding with respect of such Action may be heard and determined in any such court. Each Party also agrees not to bring any Action arising out of or relating to this Agreement or any Ancillary Agreement the transactions contemplated hereby in any other court. Each the courts of the Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue and any defense State of inconvenient forum to New York or the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy courts of the process to the Party to be served at the address and United States of America, in each case located in the manner provided for Borough of Manhattan, City of New York and State of New York, or that such suit, action or proceeding brought in the giving courts of notices the State of New York or the courts of the United States of America, in Section 11.5each case located in the Borough of Manhattan, provided that nothing City of New York and State of New York, was brought in this Section 11.7 will affect an inconvenient court and agrees not to plead or claim the right of any Party to serve legal process in any other manner permitted by Lawsame. (bii) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States Federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the opinion Company irrevocably appoints as its authorized agent for service of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to reviewBear, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure Xxxxxxx & Co. Inc. of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties The Company irrevocably and unconditionally (a) submits to the jurisdiction of any state or federal court, and only federal court if diversity of Parties exists, sitting the State of New York in New York County, County or the United States District Court for the Southern District of the State of New York in for the purpose of any claimsuit, counterclaim, demand, cause of action, controversy or dispute other proceeding arising out of or relating to this Agreement Agreement, or any Ancillary Agreement of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (b) agrees that all claims in respect of such Action any Proceeding may be heard and determined in any such court. Each Party also , (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to bring commence any Action arising out of or relating to this Agreement or any Ancillary Agreement Proceeding other than in any other court. Each of the Parties irrevocably such courts, and unconditionally waives any objection to personal jurisdiction(e) waives, venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner fullest extent permitted by Lawlaw, any claim that such Proceeding is brought in an inconvenient forum. (b) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States Federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 111 Eighth Avenue, New York, New York 10011, whom the opinion Company irrexxxxxxx xxxxxxxx xx xxx xxxxxxxxxx xxxxx xxr service of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to reviewBear, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure Stearns & Co. Inc. of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties The Borrower irrevocably and unconditionally submits to the jurisdiction of agrees that any state legal action or federal court, and only federal court if diversity of Parties exists, sitting in New York County, New York in any claim, counterclaim, demand, cause of action, controversy or dispute proceeding arising out of or relating to this Agreement Agreement, may be instituted in the United States of America in any federal or any Ancillary Agreement State court sitting in the State of New York and agrees that all claims the Borrower, in respect of such Action may be heard itself and determined its properties and revenues, irrevocably submits to the non-exclusive jurisdiction of these courts in any such courtaction or proceeding. Each Party The Borrower irrevocably waives any objection it may have now or hereafter to the laying of venue of any such legal action or proceeding in any federal or State court sitting in the Borough of Manhattan of The City and State of New York and any claim that such legal action or proceeding has been brought in an inconvenient forum. The Borrower irrevocably appoints CT Corporation System,whose office is currently at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx xx Xxxxxxx, as its agent to receive on behalf of itself and its properties and revenues service of process in these jurisdictions in any such action or proceeding. The Borrower also agrees irrevocably consents to such service upon it by the mailing of copies thereof by U.S. air mail or courier to the Borrower at its address set forth in Section 12 hereof. The foregoing provisions shall not limit the rights of the Underwriter to bring any Action such action or proceedings or to obtain execution on any judgment rendered in any such action or proceeding in any other appropriate jurisdiction or in any other manner provided by law. The Borrower agrees that final judgment against it in any legal action or proceeding arising out of or relating to this Agreement, the Promissory Note or the Credit Agreement or any Ancillary Agreement shall be conclusive and may be enforced in any other court. Each jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which judgment shall be conclusive evidence thereof and of the Parties irrevocably amount of its indebtedness, or by such other means provided by law. The Borrower represents and unconditionally waives any objection warrants that the courts of the Republic of Colombia would give effect to personal jurisdiction, venue and any defense enforce a judgment obtained outside the Republic of inconvenient forum Colombia through a procedural system provied for under Colombian law known as "exequator" subject to the maintenance provisions of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy Article 693 of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner permitted by LawColombian Civil Procedure Code. (b) Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that in the course of any Action, if Insurer elects to, based on the opinion of counsel, produce or otherwise disclose [ * * * ], to Company, Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing in this Agreement will obligate Insurer or any of its Affiliates or Representatives to make such disclosure), Company and Independent Fiduciary will consent to the filing of, and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Action. However, neither Company nor Independent Fiduciary will be required to take any steps that would compromise its ability to prosecute or defend the Action or otherwise prejudice its position (including any restrictions on the ability of its experts to review, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Action.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties The Company irrevocably and unconditionally (i) submits to the jurisdiction of any state or federal court, and only federal court if diversity of Parties exists, sitting the State of New York in New York County, County or the United States District Court for the Southern District of the State of New York in for the purpose of any claimsuit, counterclaim, demand, cause of action, controversy or dispute other proceeding arising out of or relating to this Agreement Agreement, or any Ancillary Agreement of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (ii) agrees that all claims in respect of such Action any Proceeding may be heard and determined in any such court. Each Party also , (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) agrees not to bring commence any Action arising out of or relating to this Agreement or any Ancillary Agreement Proceeding other than in any other court. Each of the Parties irrevocably such courts, and unconditionally waives any objection to personal jurisdiction(v) waives, venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner fullest extent permitted by Lawlaw, any claim that such Proceeding is brought in an inconvenient forum. (b) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the opinion Company irrevocably appoints as its authorized agent for service of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to reviewBear, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure Xxxxxxx & Co. Inc. of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties The Company irrevocably and unconditionally (a) submits to the jurisdiction of any state or federal court, and only federal court if diversity of Parties exists, sitting the State of New York in New York County, County or the United States District Court for the Southern District of the State of New York in for the purpose of any claimsuit, counterclaim, demand, cause of action, controversy or dispute other proceeding arising out of or relating to this Agreement Agreement, or any Ancillary Agreement of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (b) agrees that all claims in respect of such Action any Proceeding may be heard and determined in any such court. Each Party also , (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to bring commence any Action arising out of or relating to this Agreement or any Ancillary Agreement Proceeding other than in any other court. Each of the Parties irrevocably such courts, and unconditionally waives any objection to personal jurisdiction(e) waives, venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner fullest extent permitted by Lawlaw, any claim that such Proceeding is brought in an inconvenient forum. (b) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom the opinion Company irrevocably appoints as its authorized agent for service of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to reviewBear, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure Xxxxxxx & Co. Inc. of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.

Submission to Jurisdiction and Service of Process. (a) Each of the Parties The Company irrevocably and unconditionally (a) submits to the jurisdiction of any state or federal court, and only federal court if diversity of Parties exists, sitting the State of New York in New York County, County or the United States District Court for the Southern District of the State of New York in for the purpose of any claimsuit, counterclaim, demand, cause of action, controversy or dispute other proceeding arising out of or relating to this Agreement Agreement, or any Ancillary Agreement of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (b) agrees that all claims in respect of such Action any Proceeding may be heard and determined in any such court. Each Party also , (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to bring commence any Action arising out of or relating to this Agreement or any Ancillary Agreement Proceeding other than in any other court. Each of the Parties irrevocably such courts, and unconditionally waives any objection to personal jurisdiction(e) waives, venue and any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 11.5, provided that nothing in this Section 11.7 will affect the right of any Party to serve legal process in any other manner fullest extent permitted by Lawlaw, any claim that such Proceeding is brought in an inconvenient forum. (b) Notwithstanding anything to The Company agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the contrary Company in this Agreementany court of the State of New York or any United States federal court, the Parties acknowledge and agree that in each case, sitting in the course Borough of any ActionManhattan, if Insurer elects toCity and State of New York, based on may be made upon CT Corporation System at 111 Eighth Avenue, New York, New York 10011, whom the opinion Company irrevocaxxx xxxxxxxx xx xxx xxxxxxxxxx xxxxx xxx xxrvice of counsel, produce or otherwise disclose [ * * * ], process. The Company represents and warrants that CT Corporation System has agreed to act as the Company, Independent Fiduciary or their respective Affiliates or Representatives ('s agent for service of process. The Company agrees that such appointment shall be irrevocable until the avoidance irrevocable appointment by the Company of doubt, nothing a successor in this Agreement will obligate Insurer or any The City of New York as its Affiliates or Representatives to make authorized agent for such disclosure), Company and Independent Fiduciary will consent to the filing of, purpose and the Parties will use all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to Insurer to limit the disclosure acceptance of [ * * * ] and ensure the strictly confidential treatment thereof, including requiring [ * * * ] or copies thereof following the conclusion of any such Actionappointment by such successor. However, neither The Company nor Independent Fiduciary will be required further agrees to take any steps and all action, including the filing of any and all documents and instruments that would compromise its ability may be necessary to prosecute or defend continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the Action or otherwise prejudice its position (including any restrictions on agent for service of process for the ability of its experts Company, the Company shall appoint without delay, another such agent and provide prompt written notice to review, access and analyze any materials that Company (or Independent Fiduciary, as applicable) determines are relevant to such prosecution or defense). Further, Company and Independent Fiduciary agree that it will not be considered unreasonable for Insurer to seek a protective order that prevents disclosure the Lead Managers of such information in such a way that it would be reasonably likely to become available to competitors of Insurer or other third parties not involved in any such Actionappointment.