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

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of The Company hereby (i) irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, Company's authorized agent upon which process may be served in any action suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Deposit Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawareinstituted, and any appellate court from any thereof; (ciii) waives, to agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment Company in any such action suit or proceeding shall be conclusive proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be enforced necessary to continue such designation and appointment in other jurisdictions by suit on full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the judgment or event the Company fails to continue such designation and appointment in any other manner provided by applicable Law. Each Party irrevocably consents to full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties (a) The parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submit to the non-exclusive jurisdiction of the Court of Chancery any court of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the New York or any United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state federal court sitting in Delawarethe Borough of Manhattan, Txx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and any appellate court from any thereof. The parties hereto irrevocably waive, in to the fullest extent permitted by law, any objection to any suit, action or proceeding arising out of or relating to this Agreement or the agreements delivered that may be brought in connection herewith with this Indenture, the Notes or any Guarantee in such courts whether on the transactions contemplated 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 parties agree that a final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon each of them, as the case may be, and may be enforced in any court to the jurisdiction of which any such party is subject by a suit upon such judgment, as the case may be; provided that service of process is effected in the manner provided by this Indenture. (b) Each of the Issuer and the Guarantors hereby or thereby or irrevocably appoints CT Corporation System with an office on the date hereof at 100 Xxxxxx Xxxxxx, 13th Floor, New Yxxx, XX 00000, XXX, and its successors hereunder (the “Process Agent”), to accept and acknowledge for recognition or enforcement and on its behalf, and on behalf of their property, service of any judgment relating theretoand all legal process, summons, notices and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence documents which may be served in any such suit, action or proceeding, except proceeding in the Court of Chancery of the any New York State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the or United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state federal court sitting in Delaware, the state of New York in the Borough of Manhattan and any appellate court from any thereof; (b) agrees that , which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each of the Issuer and the Guarantors will take any claim and all action necessary to continue such designation in respect full force and effect and to advise the Trustee in writing of any change of address of such action Process agent; should such Process Agent become unavailable for this purpose for any reason, each of the Issuer and the Guarantors will promptly and irrevocably designate a new Process Agent within New York, New York which will agree to act as such, with the powers and for the purposes specified in this section. Each of the Issuer and the Guarantors irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding may be heard and determined by hand delivery to it at its address set forth in the Court Section 12.02 or to any other address of Chancery which it shall have given notice pursuant to Section 12.02 or to its Process Agent. Service upon each of the State of Delaware, or, if (Issuer and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waivesGuarantors as provided for herein will, to the fullest extent permitted by Lawlaw, constitute valid and effective personal service upon it and the defense failure of an inconvenient forum any Process Agent to the maintenance give any notice of such service to any party hereto, as applicable, shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13based thereon.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties hereto The Company hereby (i) irrevocably designates and unconditionally submitsappoints CT Corporation System, for itself and its property100 Xxxxxx Xxxxxx, to the exclusive jurisdiction of the Court of Chancery of the State of DelawareXxx Xxxx, orXxx Xxxx 00000, if (and only if) such court finds it lacks jurisdiction, the Federal court of in the United States of America sitting America, as the Company's authorized agent upon which process may be served in Delawareany suit or proceeding (including, or, if (and only if) such courts find they lack jurisdictionbut not limited to, any state court sitting in Delaware, and any appellate court from any thereof, in any action or arbitral proceeding contemplated by Section 7.06) arising out of or relating to the H Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawareinstituted, and any appellate court from any thereof; (ciii) waives, to agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment Company in any such action suit or proceeding shall be conclusive proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be enforced necessary to continue such designation and appointment in other jurisdictions by suit on full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force and for a period of seven years thereafter. In the judgment or event the Company fails to continue such designation and appointment in any other manner provided by applicable Law. Each Party irrevocably consents to full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE H SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of The Company hereby (i) irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of Company’s authorized agent in the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, New York upon which process may be served in any suit, action or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Deposit Agreement, (ii) submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each non-exclusive jurisdiction of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except in the Court of Chancery courts of the State of Delaware, or, if (New York and only if) such court finds it lacks jurisdiction, the Federal court courts of the United States of America sitting located in Delawarethe State of New York (collectively, or“New York Courts”) with respect to any such suit, if action or proceeding and (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (biii) agrees that any claim in respect service of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) waivesprocess upon said agent shall, to the fullest extent it may legally and effectively do sopermitted by law, be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. Each of the parties waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding with respect to this Deposit Agreement or the transactions contemplated hereby in any New York Court or that such courts; suit, action or proceeding brought in a New York Court has been brought in an inconvenient forum and (d) waivesagrees not to plead or assert the same. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to use its best efforts to take any and all reasonable action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment of such agent in full force and effect, the Company hereby, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13same shall have been so mailed.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of Jury Trial Waiver. The Company hereby (i) irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such subsequent or successor agent as shall be appointed by the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, Company following notice to the exclusive jurisdiction of the Court of Chancery of Depositary, in the State of DelawareNew York, or, if (and only if) such court finds it lacks jurisdiction, as the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof, Company's authorized agent upon which process may be served in any action suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement or Agreement, (ii) consents and submits to the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement jurisdiction of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action state or proceeding, except federal court in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting New York in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of which any such action suit or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawareinstituted, and any appellate court from any thereof; (ciii) waives, to agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment Company in any such action suit or proceeding shall be conclusive proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be enforced necessary to continue such designation and appointment in other jurisdictions by suit on full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the judgment or event the Company fails to continue such designation and appointment in any other manner provided by applicable Law. Each Party irrevocably consents to full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 of hereunder, and service so made shall be deemed completed five (5) days after the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawsame shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (A) NO REPRESENTATIVEWHETHER BASED ON CONTRACT, AGENT TORT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13THEORY).

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each The Company agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of or in connection with the Parties hereto hereby irrevocably and unconditionally submitsShares or Deposited Securities, the American Depositary Shares, this Receipt or the Deposit Agreement and, for itself and its propertysuch purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Xxxxxx Xxx, currently located at 000 X. 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Court Company in any federal or state court as described in the preceding sentence or in the next paragraph of Chancery this Article (23) or Section 7.8 of the State of Delaware, or, if (and only if) such court finds it lacks jurisdictionDeposit Agreement. If for any reason the Agent shall cease to be available to act as such, the Federal court Company agrees to designate a new agent in New York on the terms and for the purposes of Section 7.8 of the United States Deposit Agreement reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees that service of America sitting any and all legal process, summons, notices and documents in Delawareany suit, oraction or proceeding against the Company, if by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding (and only if) whether or not the appointment of such courts find they lack jurisdiction, Agent shall for any state court sitting reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in Delaware, and any appellate court from way the validity of such service or any thereof, judgment rendered in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby based thereon. The Company irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (c) unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection that it may now or hereafter have to the laying of venue of any such action actions, suits or proceeding proceedings brought in such courts; and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding any court as provided in such courts. Each Section 7.8 of the Parties hereto Deposit Agreement, and hereby further irrevocably and unconditionally waives and agrees that, notwithstanding the foregoing, a final judgment not to plead or claim in any such action court that any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or brought in any other manner provided by applicable Lawsuch court has been brought in an inconvenient forum. Each Party irrevocably consents In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process inside upon it and consents that any such service of process may be made by certified or outside registered mail, return receipt requested, directed to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided Company at its address last specified for notices in Section 9.4 7.5 of the Merger AgreementDeposit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Nothing in this The provisions of Section 7.8 of the Deposit Agreement will affect shall survive termination of the right Deposit Agreement or the resignation or removal of any Party to serve process in any other manner permitted by applicable Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13the Depositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The parties hereto hereby declare that it is their intention that, except as otherwise provided in Section 8.5(a), this Agreement shall be regarded as made under the Laws of the State of Delaware and that the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties parties hereto agrees (i) that this Agreement involves at least $100,000, and (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, agrees (A) to be subject to the exclusive jurisdiction of the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the State United States District Court for the District of Delaware, or, if or in the event (and but only ifin the event) that such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) District Court also does not have jurisdiction over such courts find they lack jurisdictiondispute, any state Delaware State court sitting in DelawareNew Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that, except as otherwise provided in Section 8.5(a), all claims in respect of the proceeding or action shall be heard and determined only in the Chosen Court, and agrees not to bring any appellate court from any thereof, in any proceeding or action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement (except, in the case of the voting agreements referenced in the Recitals hereto, which will be governed by their terms) in any judgment relating theretoother court, and each (B) (1) to the extent such party is not otherwise subject to service of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except process in the Court of Chancery of the State of Delaware, or, if (to appoint and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting maintain an agent in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) Delaware as such court finds it lacks jurisdiction, the Federal court party's agent for acceptance of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawarelegal process, and any appellate court from any thereof; (c2) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waivesthat, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B) (1) or outside (2) above shall, to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner fullest extent permitted by applicable Law, have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVEFor purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDeach such party that has not as of the date hereof already duly appointed such an agent does hereby appoint CT Corporation, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13as such agent.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties parties hereto agrees (i) that this Agreement involves at least $100,000, and (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, agrees (A) to be subject to the exclusive jurisdiction of the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the State United States District Court for the District of Delaware, or, if or in the event (and but only ifin the event) that such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) District Court also does not have jurisdiction over such courts find they lack jurisdictiondispute, any state Delaware State court sitting in DelawareNew Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in the Chosen Court, and agrees not to bring any appellate court from any thereof, in any proceeding or action or proceeding arising out of or relating to this Agreement or any of the agreements delivered in connection herewith Transaction Documents or the transactions contemplated hereby or thereby or for recognition or enforcement of in any judgment relating theretoother court, and each (B) (1) to the extent such party is not otherwise subject to service of the Parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding, except process in the Court of Chancery of the State of Delaware, or, if (to appoint and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting maintain an agent in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware, and any appellate court from any thereof; (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) Delaware as such court finds it lacks jurisdiction, the Federal court party's agent for acceptance of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delawarelegal process, and any appellate court from any thereof; (c2) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts; and (d) waivesthat, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that, notwithstanding the foregoing, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B) (1) or outside (2) above shall, to the territorial jurisdiction of the courts referred to in this Section 13 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to serve process in any other manner fullest extent permitted by applicable Lawlaw, have the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVEFor purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDeach such party that has not as of the date hereof already duly appointed such an agent does hereby appoint CT Corporation, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13as such agent.