Common use of Submission to Jurisdiction and Waiver of Immunity Clause in Contracts

Submission to Jurisdiction and Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and irrevocably waives, to the fullest extent permissible by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and irrevocably submits to the exclusive personal jurisdiction of such courts in any such suit, action or proceeding. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable law any rights it may have to any other court in any such suit, action or proceeding. Each of the Company and the Selling Stockholder has validly and irrevocably appointed CT Corporation System as their respective authorized agent (“Authorized Agent”) upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, by any Underwriter or by any person who controls any Underwriter. Such appointments shall be irrevocable. Each of the Company and the Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and each of the Company and the Selling Stockholder agrees to take any and all action, including the granting of powers of attorney and the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, to the fullest extent permitted by law, effective service of process upon the Company and the Selling Stockholder, as the case may be. Each of the Company and the Selling Stockholder hereby irrevocably waives, to the fullest extent permitted by law any immunity to which it or its assets may otherwise be entitled or become entitled (including sovereign immunity and immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, or in any competent court in its own corporate domicile.

Submission to Jurisdiction and Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably agrees that submits to the exclusive jurisdiction of any legal U.S. federal or state court in The City of New York for the purpose of any suit, action action, proceeding or proceeding judgment arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and irrevocably waives, relating to the fullest extent permissible by law, any objection which it may now or hereafter have Master Repurchase Agreement. Each of the parties hereto hereby consents to the laying of venue of any such proceeding and irrevocably submits to the exclusive personal jurisdiction of such courts in any such suit, action or proceedingproceeding in New York County, New York, and hereby irrevocably waives any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and agrees not to plead or claim the same. Each Notwithstanding the foregoing, nothing contained herein or in the Master Repurchase Agreement shall limit or affect the rights of any party hereto to exercise remedies under the Master Repurchase Agreement or any of the parties other Transaction Documents, or to enforce any judgment with respect thereto, in any jurisdiction or venue. Any process in any such action shall be duly served if mailed by registered mail, postage prepaid, to the applicable party at its respective address designated pursuant to Paragraph 13 of the Master Repurchase Agreement. To the extent that any party or any of its respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Master Repurchase Agreement, each party hereto hereby irrevocably waives and unconditionally waives, and agrees not to plead or claim, to the fullest extent permitted by applicable law any rights it may have to any other court in law, any such suit, action or proceeding. Each of the Company and the Selling Stockholder has validly and irrevocably appointed CT Corporation System as their respective authorized agent (“Authorized Agent”) upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, by any Underwriter or by any person who controls any Underwriter. Such appointments shall be irrevocable. Each of the Company and the Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and each of the Company and the Selling Stockholder agrees to take any and all action, including the granting of powers of attorney and the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, to the fullest extent permitted by law, effective service of process upon the Company and the Selling Stockholder, as the case may be. Each of the Company and the Selling Stockholder hereby irrevocably waives, to the fullest extent permitted by law any immunity to which it or its assets may otherwise be entitled or become entitled (including sovereign immunity and immunity consent to pre-judgment attachment such relief and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, or in any competent court in its own corporate domicileenforcement. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THE MASTER REPURCHASE AGREEMENT OR THE TRANSACTION. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION.

Submission to Jurisdiction and Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and irrevocably waives, to the fullest extent permissible by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and irrevocably submits to the exclusive personal jurisdiction of such courts in any such suit, action or proceeding. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable law any rights it may have to any other court in any such suit, action or proceeding. Each of the Company and the Selling Stockholder has validly and irrevocably appointed [CT Corporation System System] as their respective authorized agent (“Authorized Agent”) upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, by any Underwriter or by any person who controls any Underwriter. Such appointments shall be irrevocable. Each of the Company and the Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and each of the Company and the Selling Stockholder agrees to take any and all action, including the granting of powers of attorney and the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, to the fullest extent permitted by law, effective service of process upon the Company and the Selling Stockholder, as the case may be. Each of the Company and the Selling Stockholder hereby irrevocably waives, to the fullest extent permitted by law any immunity to which it or its assets may otherwise be entitled or become entitled (including sovereign immunity and immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, or in any competent court in its own corporate domicile.