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

Submission to Jurisdiction; Appointment of Process Agent. Each of the Issuer and the Guarantors hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to the Indenture or any Note or the Note Guarantees. Each of the Issuer and the Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such courts and any claim that any such suit, action or proceeding brought in such courts, has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. To the extent the Issuer or either Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Guarantors hereby irrevocably waives such immunity in respect of (i) its obligations under this Indenture and (ii) any Note or the Note Guarantees. Each of the Issuer and the Guarantors hereby agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding on them and may be enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment, provided, that service of process is effected upon the Issuer or the Guarantors in the manner specified in the following paragraph or as otherwise permitted by applicable Law. As long as any of the Notes remain outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the City of New York (the “Process Agent”), upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture or any Note or the Note Guarantees. Service of process upon the Process Agent and written notice of such service mailed or delivered to the Issuer or either Guarantor shall to the extent permitted by applicable Law be deemed in every respect effective service of process upon the Issuer or such Guarantor, as the case may be, in any such legal action or proceeding. The Issuer and the Guarantors will appoint National Registered Agents, Inc., 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx (or at such other address or at the office of such other authorized agent as the Issuer or the Guarantors may designate by written notice to the Trustee).

Submission to Jurisdiction; Appointment of Process Agent. Each of the Issuer and the Guarantors parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts any New York State or Federal court sitting in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to the Indenture or any Note or the Note Guarantees. Each of the Issuer and the Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such courts and any claim that any such suit, action or proceeding brought in such courts, has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. To the extent the Issuer or either Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Guarantors hereby irrevocably waives such immunity in respect of (i) its obligations under this Indenture and (ii) any Note or the Note Guarantees. Each of the Issuer and the Guarantors hereby agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding on them and may be enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgment, provided, that service of process is effected upon the Issuer or the Guarantors in the manner specified in the following paragraph or as otherwise permitted by applicable Law. As long as any of the Notes remain outstanding, the Issuer and the Guarantors will at all times have an authorized agent in the City of New York (the “Process Agent”), upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture Agreement or any Note or the Note Guarantees. Service of process upon the Process Agent other Operative Document, and written notice hereby agree that all claims in respect of such service mailed action or delivered to the Issuer or either Guarantor shall proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable Law be deemed in every respect effective service of process upon the Issuer or such Guarantor, as the case may belaw, in any such legal Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Issuer Each of the Borrower, the Owners, the Parent and the Guarantors will appoint National Registered AgentsBareboat Charterer each hereby irrevocably appoints CT Corporation System, Inc.New York, 875 Avenue New York (the "Process Agent"), as its agent to receive on behalf thereof and their respective property, service of copies of the Americassummons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower, Xxxxx 000the Owners, the Parent and/or the Bareboat Charterer in care of the Process Agent to its address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 to accept such service on its behalf. As an alternative method of service, Xxxxxx Xxxxxx (the Borrower also irrevocably consents to the service of any and all process in any such action or at such other address or at proceeding by the office mailing of copies of such other authorized agent as the Issuer or the Guarantors may designate by written notice process to the TrusteeBorrower at its address specified in Schedule 1 hereto. The Borrower, the Owners, the Parent and the Bareboat Charterer each hereby agrees that 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 law. (b).

Submission to Jurisdiction; Appointment of Process Agent. Each (a) The Company and each of the Issuer and the Guarantors hereby Selling Shareholders irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City and County of New York or the U.S. federal and state courts of the State of New York, in the Borough of Manhattan each case located in the City and County of New York in (collectively, the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Indenture or any Note General Disclosure Package, the Prospectus or the Note Guarantees. Each offering of the Issuer Securities (each, a “Related Proceeding”). The Company and the Guarantors hereby each Selling Shareholder irrevocably waives, to the fullest extent permitted by applicable Lawlaw, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding Related Proceeding brought in such courts a court and any claim that any such suit, action or proceeding Related Proceeding brought in such courts, a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. To the extent the Issuer or either Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Guarantors forum. (b) The Company hereby irrevocably waives such immunity in respect of (i) its obligations under this Indenture appoints Fortress Transportation and (ii) any Note or the Note Guarantees. Each of the Issuer and the Guarantors hereby agrees that final judgment in any such suitInfrastructure Investors LLC, action or proceeding brought in such a court shall be conclusive and binding on them and may be enforced in any court to the jurisdiction of which each of them is subject by a suit upon such judgmentat 1000 Xxxxxx xx xxx Xxxxxxxx, provided00xx Xxxxx, that service of process is effected upon the Issuer or the Guarantors in the manner specified in the following paragraph or as otherwise permitted by applicable Law. As long as any of the Notes remain outstandingXxx Xxxx, the Issuer and the Guarantors will at all times have an authorized agent in the City of New York Xxx Xxxx 00000 (the “Process Agent”), upon whom ) as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be served in made upon it at the office of such Process Agent. The Company waives, to the fullest extent permitted by law, any legal action or proceeding arising out other requirements of or relating objections to this Indenture or personal jurisdiction with respect thereto. The Company represents and warrants that such Process Agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any Note or and all action, including the Note Guaranteesfiling of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. Service Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained herein and reasonably satisfactory to the Underwriter. If the Process Agent shall cease to act as agent for services of process, the Company shall appoint, without unreasonable delay, another such agent, and notify the Underwriter of such appointment. The Company represents to the Underwriter that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company further agrees that service of process upon the Process Agent and written notice of said service to such service mailed or delivered to the Issuer or either Guarantor party shall to the extent permitted by applicable Law be deemed in every respect effective service of process upon the Issuer or such Guarantor, as the case may be, Company in any such legal suit, action or proceedingproceeding brought in any New York Court. The Issuer and Nothing herein shall affect the Guarantors will appoint National Registered Agents, Inc., 875 Avenue right of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx (or at such other address or at the office of such other authorized agent as the Issuer Underwriter or the Guarantors may designate person controlling the Underwriter to serve process in any other manner permitted by written notice to the Trustee)law.

Submission to Jurisdiction; Appointment of Process Agent. (a) Each of the Issuer Company and the Guarantors agrees that any legal suit, action or proceeding brought by any Underwriter or any person controlling any Underwriter arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any federal or state court sitting in New York City and irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of Manhattan in the City of New York any such court in any such suit, action or proceeding arising out of or relating to the Indenture or any Note or the Note Guaranteesproceeding. Each of the Issuer Company and the Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such courts a court and any claim that any such suit, action or proceeding brought in such courts, a court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. To the extent the Issuer or either Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, each of the Issuer and the Guarantors hereby irrevocably waives such immunity in respect of (i) its obligations under this Indenture and (ii) any Note or the Note Guaranteesforum. Each of the Issuer Company and the Guarantors hereby agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding on them upon itself and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which each of them is subject other manner provided by a suit upon such judgment, provided, that service of process is effected upon the Issuer or the Guarantors in the manner specified in the following paragraph or as otherwise permitted by applicable Lawlaw. As long as any Each of the Notes remain outstanding, the Issuer Company and the Guarantors will at all times have an authorized has irrevocably appointed CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent in the City of New York (the “Process Agent”)) to accept and acknowledge, upon whom on behalf of the Company or the Guarantors, as applicable, service of copies of the summons and complaints and any other process which may be served in any legal such suit, action or proceeding arising out brought and shall deliver to the Joint Lead Managers written evidence satisfactory to the Joint Lead Managers that the Process Agent has been duly empowered to so act. Each of or relating to this Indenture or any Note or the Note Guarantees. Service Company and the Guarantors agrees that service of process upon the Process Agent and written notice of such service said process mailed or delivered to the Issuer Company, BHP or either Guarantor shall Billiton, as the case may be, to the extent permitted by applicable Law address provided in Section 15 shall be deemed in every respect effective service of process upon the Issuer Company, BHP or such GuarantorBilliton, as the case may be, in any such legal suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company, BHP or Billiton, as the case may be. The Issuer Each of the Company and the Guarantors will appoint National Registered Agents, Inc., 875 Avenue agree to take all action as may be necessary to continue the appointment of CT Corporation as Process Agent in full force and effect. Each of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx Company and the Guarantors agrees to have at all times a Process Agent for the above purposes in New York City and to irrevocably appoint promptly another Process Agent satisfactory to the Joint Lead Managers (or at such other address or at and to deliver to the office Joint Lead Managers written evidence satisfactory to the Joint Lead Managers of such other authorized agent appointment) if CT Corporation shall cease to act as Process Agent for the Issuer Company, BHP or Billiton, as applicable. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any manner permitted by law or limit the right of any Underwriter or any person controlling any Underwriter to bring proceedings against the Company, BHP or Billiton in the courts of any jurisdiction or jurisdictions. (b) Each of the Company and the Guarantors agrees that any amount required to be paid by the Company or the Guarantors may designate hereunder shall be payable in U.S. dollars and its obligation to make any such payment shall not be discharged or satisfied by written notice any tender, or any recovery pursuant to any judgment in any other currency, except to the Trustee)extent that such tender or recovery shall result in the full amount of U.S. dollars expressed to be payable being received. The obligations of the Company and the Guarantors to make U.S. dollar payments shall be enforceable as an alternative or additional cause of action for the purpose of recovery in U.S. dollars of the amount, if any, by which such actual receipt shall fall short of the full amount of U.S. dollars expressed to be payable. Each of the Company and the Guarantors agrees that, if for the purpose of obtaining judgment in any proceeding relating to its obligations hereunder, it is necessary to convert a sum payable by the Company or the Guarantors in U.S. dollars, the rate of exchange used shall be the noon buying rate in New York City for cable transfers in foreign currencies as certified for custom purposes by the Federal Reserve Bank of New York for the business day immediately preceding that on which final judgment is given.