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. Jury Trial Waiver. The Company hereby (i) designates C T Corporation System, 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”), (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding may be instituted and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceeding. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by the above-named agent of its appointment as process 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 necessary to continue that designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates C T Corporation Systemand appoints Cogency Global Inc., 100 Xxxxxx Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, xx xxx Xxxxx xx Xxx Xxxx, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”)Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding such suit or proceeding may be instituted instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch suit or proceeding. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by the above-named such agent of its appointment as process 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 necessary to continue that such designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to maintain the continue such designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a any such service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreementhereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).J.X.Xxxxxx

Appears in 1 contract

Samples: JPMorgan Chase Bank, N.A. - ADR Depositary

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates C T and appoints CT Corporation SystemSystems, 100 Xxxxxx Xxxxxx1000 Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx, 00000, as the Company's ’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”)which may be instituted in any United States federal or New York State court sitting in the Borough of Manhattan, the City of New York, (ii) consents and submits to the non-exclusive jurisdiction of any state or federal such court in the State Borough of Manhattan, City of New York in which with respect to any Proceeding may be instituted such suit or proceeding, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch suit or proceeding. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by the above-named such agent of its appointment as process 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 necessary to continue that such designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. If said authorized agent shall cease to act as the Company’s agent for service of process, the Company shall appoint without delay another such agent and promptly notify the Depositary of such appointment. In the event the Company fails to maintain the continue such designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a any such service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreementhereunder, and service so made shall be deemed completed five ten (510) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates C T Corporation Systemand appoints Pearson Inc., 100 300 Xxxxxx Xxxxxx, Xxx XxxxNew York, XX 00000New York 10013; Tel: 200-000-0000, in the State of New York, as the Company's ’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”)Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding such suit or proceeding may be instituted instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch suit or proceeding. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by the above-named such agent of its appointment as process 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 necessary to continue that such designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the continue such designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a any such service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreementhereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates C T and appoints Corporation SystemService Company,, 100 Xxxxxx Xxxxxxin the State of New York, Xxx Xxxx, XX 00000United States of America, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”)Agreement, (ii) consents and submits to the jurisdiction of any state or federal court located in the State Borough of Manhattan, The City of New York York, United States of America, in which any Proceeding such suit or proceeding may be instituted instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch suit or proceeding. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by the above-named such agent of its appointment as process 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 necessary to continue that such designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, effect for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the continue such designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a any such service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreementhereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. The Company agrees that the failure of the said authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that an Owner or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.06, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY TO THIS DEPOSIT THE AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDERBENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY DEPOSITARY AND/OR THE DEPOSITARY COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION THEREOF (WHETHER BASED ON CONTRACT, TORT TORT, COMMON LAW OR ANY OTHER THEORY). The provisions of this Section 7.06 shall survive any termination of this Agreement, in whole or in part.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates C T and appoints CT Corporation SystemSystem (the "Agent"), 100 Xxxxxx Xxxxxxpresently having its office at 111 Eighth Avenue, Xxx Xxxx13th Floor, XX 00000New York, New York 10011, United States of America, as the Company's authorized agent upon which process may be served in any suit or proceeding (including, but not limited to, any arbitral proceeding as contemplated by Section 7.11 of this Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the American Depositary SharesADSs, the Receipts ADRs or this Deposit Agreement (a “Proceeding”)Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding such suit or proceeding may be instituted instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch suit or proceeding. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by the above-named agent such Agent of its appointment as process agentappointment. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue that such designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, effect for so long as any American Depositary Shares ADSs or Receipts ADRs remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the continue such designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a any such service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requestedestablished overnight courier service, directed to the Company at its address last specified for notices under this Deposit Agreementhereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT The Company hereby irrevocably designates, appoints and empowers the 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 Company in any federal or state court or arbitration as described in Article VII. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.12 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding (INCLUDINGincluding any arbitration) against the Company, FOR AVOIDANCE OF DOUBTby service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), EACH OWNER AND HOLDERwith a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.05 hereof. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding (including an arbitration) HEREBY IRREVOCABLY WAIVESagainst (a) the Company, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW(b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUITin any such case, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIESin any state or federal court of the United States or in arbitration in London in accordance with Section 7.11 hereof, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTSand the Depositary or the Company have any claim, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREINfor indemnification or otherwise, OR THE BREACH HEREOF OR THEREOFagainst each other arising out of the subject matter of such suit, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCEaction or proceeding, VALIDITY OR TERMINATION then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States or arbitration in London in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding (WHETHER BASED ON CONTRACTincluding arbitration) brought against it as described in this paragraph or in Section 7.11. The provisions of this Section 7.12 shall survive any termination of this Deposit Agreement, TORT OR ANY OTHER THEORY)in whole or in part.

Appears in 1 contract

Samples: Deposit Agreement (Yukos Oil Co)

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Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) designates C T Corporation Systemagrees that the federal or state courts in The City of New York shall have jurisdiction to hear and determine any suit, 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as the Company's authorized agent upon which process may be served in any suit action or proceeding arising and to settle any dispute that may arise out of or relating to in connection with the Shares or Deposited Securities, the American Depositary Shares, this Receipt or the Receipts or this Deposit Agreement (a “Proceeding”)and, (ii) consents and for such 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 Company in any federal or state or federal court as described in the State preceding sentence or in the next paragraph of this Article (23) or Section 7.8 of the Deposit Agreement. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York in which any Proceeding may be instituted on the terms and (iii) for the purposes of Section 7.8 of the Deposit Agreement reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees that service of process any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon said authorized agent the Agent shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch suit, action or proceeding (whether or not the appointment of such Agent shall for any 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 deliver give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the Depositaryfullest extent permitted by law, upon any objection that it may now or hereafter have to the execution and delivery laying of this venue of any actions, suits or proceedings brought in any court as provided in Section 7.8 of the Deposit Agreement, a written acceptance by the above-named agent of its appointment as process agent. The Company and hereby further irrevocably and unconditionally waives and agrees not to take plead or claim in any and all such court that any such action, including the filing of suit or proceeding brought in any and all such documents and instruments, as may be necessary to continue that designation and appointment court has been brought in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in forcean inconvenient forum. In the event the Company fails to maintain the continue such designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a any such service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this in Section 7.5 of the Deposit Agreement, Agreement and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)The provisions of Section 7.8 of the Deposit Agreement shall survive termination of the Deposit Agreement or the resignation or removal of the Depositary.

Appears in 1 contract

Samples: Glanbia Public LTD Co /Fi

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company Issuer hereby (i) irrevocably designates C T Corporation Systemand appoints CT Corporation, 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, in the State of New York, (the “Agent”) as the CompanyIssuer's authorized agent upon which process 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 suit, action or proceeding brought against the Issuer in any federal or state court (as described in Section 7.6 of the Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this the Deposit Agreement (a “Proceeding”), and (ii) irrevocably consents and submits agrees to the jurisdiction service of any state and all legal process, summons, notices and documents in any suit, action or federal court proceeding against the Issuer, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Issuer by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 of the State of New York in which any Proceeding may be instituted and (iii) Deposit Agreement. The Issuer agrees that the failure of the Agent to give any notice of such service of process upon said authorized agent to it shall be deemed in every respect effective service of process upon the Company not impair or affect in any Proceedingway the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company Issuer agrees to deliver to the Depositarydeliver, upon the execution and delivery of this the Deposit Agreement, a written acceptance by the above-named agent Agent of its appointment as process such agent. The Company Issuer further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue that such designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, effect for so long as any American Depositary Shares or Receipts remain outstanding or this the Deposit Agreement remains in force. In If for any reason the event Agent shall cease to be available to act as such, the Company fails Issuer agrees to maintain the designation and appointment of designate a process new agent in New York on the United States in full force terms and effect, for the Company hereby waives personal service purposes of process upon it this Article 25 and consents that a service Section 7.8 of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed the Deposit Agreement reasonably satisfactory to the Company at its address last specified for notices under this Depositary. The provisions of the Article 25 and Section 7.8 of the Deposit Agreement shall survive any termination of the Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)in whole or in part.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) designates C T Corporation Systemappoints its ____________, 100 Xxxxxx acting through its office at 299 Xxxx Xxxxxx, Xxx Xxxx, XX 00000Xxx Xxxx 00000 (xx such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Company's Trustee) as its authorized agent (the "Authorized Agent") upon which process may be served in any suit legal action or proceeding arising out of against it with respect to its obligations under this Indenture or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”), (ii) consents and submits to the jurisdiction Securities of any series, as the case may be, instituted in any federal or state or federal court in the State Borough of Manhattan, The City of New York in which by the Holder of any Proceeding may be instituted Security, and (iii) agrees that service of process upon the Authorized Agent, together with written notice of said authorized agent service mailed or delivered to the Company, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any Proceedingsuch legal action or proceeding, and the Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives, to the extent it may effectively do so, any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the Securities or of this Indenture until the appointment of a successor Authorized Agent by the Company and such successor's acceptance of such appointment. The Company agrees reserves the right to deliver appoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. If for any reason the ___________________ ceases to be able to act as the DepositaryAuthorized Agent or to have an address in the Borough of Manhattan, upon The City of New York, the execution and delivery of this Deposit Agreement, Company will appoint a written acceptance by successor Authorized Agent in accordance with the above-named agent of its appointment as process agentpreceding sentence. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, instruments as may be necessary to continue that such designation and appointment of such agent or successor in full force and effect, or to appoint and maintain the appointment of another process agent located in the United States effect for as long as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that a service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY 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 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 (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)hereunder.

Appears in 1 contract

Samples: Ubs Ag

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