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. Purchaser hereby irrevocably and unconditionally: (a) (i) agrees that any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it, and (iii) agrees that a final judgment in any such suit, 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 law; (b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall affect the right of any Party to serve process in any other manner permitted by law; and (c) (i) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any court specified in Section 4.12(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (iii) agrees not to plead or claim either of the foregoing.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser Each of the Parties hereto hereby irrevocably and unconditionally: (a) (i) agrees that any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents 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 courts court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating thereto, and each of the purpose Parties hereby irrevocably and unconditionally (i) 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 subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such suit, action or proceeding instituted against itmay be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (iii) 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 (iv) 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 a final judgment in any such suit, 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 law; (b) agrees that Law. Each Party to this Agreement irrevocably consents to service of all writs, process and summonses in any suit, action inside or proceeding pursuant outside the territorial jurisdiction of the courts referred to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall 7 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 this Agreement to serve process in any other manner permitted by law; and (c) (i) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any court specified in Section 4.12(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (iii) agrees not to plead or claim either of the foregoingLaw.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser Each of the Parties hereto hereby irrevocably and unconditionally: (a) (i) agrees that any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents 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 subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating thereto, and each of the purpose Parties hereby irrevocably and unconditionally (i) 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 subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of any such suit, action or proceeding instituted against itmay be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) 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 (iv) 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 a final judgment in any such suit, 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 law; (b) agrees that Law. Each Party to this Agreement irrevocably consents to service of all writs, process and summonses in any suit, action inside or proceeding pursuant outside the territorial jurisdiction of the courts referred to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall 9 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 this Agreement to serve process in any other manner permitted by law; and (c) (i) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any court specified in Section 4.12(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (iii) agrees not to plead or claim either of the foregoingLaw.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser The Issuer 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 Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Issuer hereby irrevocably designates, appoints and unconditionally: (a) (i) 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 Issuer in any federal or state court as described in the preceding sentence or in the next paragraph of this Section 7.8. If for any reason the Agent shall cease to be available to act as such, the Issuer agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.8 reasonably satisfactory to the Depositary. The Issuer further hereby irrevocably consents and agrees that service of any and all legal process, summons, notices and documents in any suit, action or proceeding against it arising out the Issuer, by service by mail of or relating to or in connection with this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement a copy thereof upon the Agent shall be instituted only, deemed in every respect effective service of process upon the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it, and (iii) agrees that a final judgment Issuer in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be conclusive and may be enforced in other jurisdictions by suit on ineffective or such Agent shall fail to accept or acknowledge such service). The Issuer agrees that the judgment failure of the Agent to give any notice of such service to it shall not impair or affect in any other manner provided by law; (b) agrees that way the validity of such service of all writs, process and summonses or any judgment rendered in any suit, action or proceeding pursuant to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaidbased thereon. The Issuer irrevocably and unconditionally waives, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall affect the right of any Party to serve process in any other manner fullest extent permitted by law; and (c) (i) waives , any objection which that it may now or hereafter have to the laying of venue of any suitactions, action suits or proceeding arising out of or relating to or in connection with this Agreement proceedings brought in any court specified as provided in this Section 4.12(a)7.8, (ii) and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any claim such court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. In the event the Issuer fails to continue such designation and appointment in full force and effect, the Issuer hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Issuer at its address last specified for notices hereunder, and service so made shall be deemed completed five (iii5) agrees not to plead days after the same shall have been so mailed. The provisions of this Section 7.8 shall survive termination of this Deposit Agreement or claim either the resignation or removal of the foregoingDepositary.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser hereby Each of the Sellers, severally and not jointly, irrevocably and unconditionally: submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York, New York (aeach, a “New York Court”) (i) agrees that over any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be institutedAgreement, and that any suitthe Registration Statement, action or proceeding by it against any other Party arising out the Prospectus, the Time of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia Sale Prospectus or the U.S. Court of Claims (and appellate courts from either offering of the foregoing), as Shares. Each of the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents and submits, for itself and its propertySellers irrevocably waives, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it, and (iii) agrees that a final judgment in any such suit, 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 law; (b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall affect the right of any Party to serve process in any other manner fullest extent permitted by law; and (c) (i) waives , any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any such a court specified in Section 4.12(a), (ii) waives and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that any of the Sellers has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and such Seller, as applicable irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Sellers, severally and not jointly, hereby irrevocably appoints [—] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of Sellers, severally and not jointly, waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers, severally and not jointly, represents and warrants that such agent has agreed to act as its agent for service of process, and (iii) agrees not to plead or claim either the Company and each of the foregoingSelling Stockholders agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.