Common use of Waiver of Jury Trial; Submission to Jurisdiction Clause in Contracts

Waiver of Jury Trial; Submission to Jurisdiction. Each of the parties hereto herby irrevocably and unconditionally: (a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware and appellate courts from any thereof; (b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.4 of this Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. SECTION 11.13. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the Seller of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year.

Appears in 6 contracts

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2020-4), Trust Agreement (Santander Drive Auto Receivables Trust 2020-4), Trust Agreement (Santander Drive Auto Receivables Trust 2020-3)

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Waiver of Jury Trial; Submission to Jurisdiction. Each of the parties hereto herby irrevocably and unconditionally: (a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewithEACH PARTY HERETO HEREBY WAIVES, or for recognition and enforcement of any judgment in respect thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, to the nonexclusive general jurisdiction of the courts of the State of DelawareANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, the courts of the United States of America for the District of Delaware and appellate courts from any thereof;(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT 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 THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT HE OR SHE AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (b) consents that The Company shall bring any such Proceeding may be brought and maintained in such courts and waives any objection that it may now action or hereafter have proceeding to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.4 of this Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based onenforce, or arising out of, under this Agreement in a state court within Texas or in the United States District Court for the Northern District of Texas. If the Company commences such an action in a state court within Texas or in the United States District Court for the Northern District of Texas, Employee hereby agrees that it shall submit to the personal jurisdiction of such court and shall not attempt to have such action dismissed, or abated or transferred on the ground of forum non conveniens, and in furtherance of such agreement, Employee hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over him or her in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Texas and that any process or notice of motion or other application to any such court in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. SECTION 11.13. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the Seller of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item action or proceeding may be served upon Employee by registered mail to or by personal service at the last known address of Employee. Any action or proceeding brought by Employee arising out of this Agreement shall be brought solely in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 a court of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller competent jurisdiction located in writing of any affiliations Texas or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in United States District Court for the prior calendar yearNorthern District of Texas.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Holdings Corp)

Waiver of Jury Trial; Submission to Jurisdiction. Each (i) The Pledgor irrevocably submits to the non-exclusive jurisdiction of any Oregon state or federal court sitting in the parties hereto herby irrevocably and unconditionally: (a) submits for itself and its property in state of Oregon, over any Proceeding suit, action or proceeding arising out of or relating to this Agreement Agreement. To the fullest extent permitted by applicable law, the Pledgor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any documents executed and delivered in connection herewith, or for recognition and enforcement claim that it is not subject to the jurisdiction of any judgment in respect thereofsuch court, to the nonexclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware and appellate courts from any thereof; (b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the laying of the venue of any such Proceeding suit, action or proceeding brought in any such court and any claim that any such suit, action or that proceeding brought in any such Proceeding was court has been brought in an inconvenient court and agrees not to plead or claim the same;forum. (cii) agrees that service The Pledgor consents to process being served by or on behalf of process Seller in any such Proceeding may be effected suit, action or proceeding of the nature referred to in Section 7(f)(i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to such Person it at its address determined specified in accordance with Section 11.4 7(h) or at such other address of this Agreement; (d) which Seller shall then have been notified pursuant to Section 7(h). The Pledgor agrees that nothing herein such service upon receipt (x) shall affect the right to effect be deemed in every respect effective service of process upon it in any other manner permitted by law such suit, action or shall limit the right to xxx in any other jurisdiction; and proceeding and (ey) shall, to the fullest extent permitted by applicable law, each party hereto irrevocably waives all be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (iii) Nothing in this Section 7(f) shall affect the right of Seller to serve process in any manner permitted by law, or limit any right that Seller may have to bring proceedings against the Pledgor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (iv) THE PLEDGOR AND SELLER HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PLEDGOR AND SELLER RELATING TO THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. (v) WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Los Angeles County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Los Angeles County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any Proceeding dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Los Angeles County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or counterclaim based onappointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderobtain provisional remedies. SECTION 11.13. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect The private judge shall also determine all issues relating to the Issuer (i) no later than each Payment Dateapplicability, the Owner Trustee shall notify the Seller interpretation, and enforceability of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar yearthis paragraph.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Northwest Natural Holding Co)

Waiver of Jury Trial; Submission to Jurisdiction. Each of EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. To the parties hereto herby irrevocably and unconditionally: (a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware and appellate courts from any thereof; (b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.4 of this Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) to the fullest extent permitted by applicable law, each party hereto the Company hereby irrevocably waives all right submits to the jurisdiction of trial by jury any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any Proceeding suit, action or counterclaim proceeding based on, on or arising out ofof or relating to this Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, under or in connection with this Agreementto the fullest extent permitted by law, any other Transaction Documentobjection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company agrees that final judgment in any matter arising hereunder such suit, action or thereunderproceeding brought in such a court shall be conclusive and binding upon the Company, and may be enforced in any courts to the jurisdiction of which the Company is subject by a suit upon such judgment, provided that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. SECTION 11.13The Company hereby irrevocably designates and appoints CT Corporation (the “Process Agent”) as its authorized agent for purposes of this section, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. Form 10-D The Company further agrees that service of process upon the Process Agent and Form 10-K Filingswritten notice of said service to the Company, mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. So The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary, to continue such designation and appointment of the Process Agent in full force and effect so long as the Seller is filing Exchange Act Reports Company has any outstanding obligations under this Indenture. To the extent the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to the Issuer (i) no later than each Payment Dateitself or its property, the Owner Trustee shall notify the Seller Company hereby irrevocably waives such immunity in respect of any Form 10-D Disclosure Item with respect its obligations under this Indenture to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar yearextent permitted by law.

Appears in 1 contract

Samples: Indenture (Delphi Financial Group Inc/De)

Waiver of Jury Trial; Submission to Jurisdiction. Each of the parties hereto herby Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and unconditionally: (a) submits for itself and its property all right to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any documents executed suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofthe Underwriters hereby irrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of Delawarefullest extent permitted by law, the courts of the United States of America for the District of Delaware and appellate courts from any thereof; (b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that which it may now or hereafter have to the laying of venue of any such Proceeding action or proceeding brought in any such court and any claim that any such action or that such Proceeding was proceeding has been brought in an inconvenient court and agrees not to plead or claim forum. If the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined foregoing is in accordance with Section 11.4 the Underwriters’ understanding of this Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) our agreement, kindly sign and return to the extent permitted by applicable lawCompany one of the counterparts hereof, each party hereto irrevocably waives all right whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, GENERAL MOTORS FINANCIAL COMPANY, INC. By: Name: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President and Treasurer [Signature Page to Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunderthe date first above written. SECTION 11.13XXXXXXX SACHS & CO. Form 10-D LLC Acting severally on behalf of itself and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to Representative of the Issuer (i) no later than each Payment Dateseveral Underwriters. XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director XXXXXXX SACHS & CO. LLC $ 712,500,000 CASTLEOAK SECURITIES, the Owner Trustee shall notify the Seller L.P. $ 18,750,000 XXXXXX X. XXXXXXX & COMPANY, INC. $ 18,750,000 1. Term sheet containing terms of any Form 10-D Disclosure Item with respect to the Owner Trusteesecurities, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided substantially in the notification in the prior calendar yearform attached hereto.

Appears in 1 contract

Samples: Underwriting Agreement (General Motors Financial Company, Inc.)

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Waiver of Jury Trial; Submission to Jurisdiction. Each of THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY AND ANY OBJECTIONS, INCLUDING WITHOUT LIMITATION ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR IN THE FUTURE HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH JURISDICTION. All judicial actions, suits or proceedings brought against the parties hereto herby irrevocably and unconditionally: (a) submits for itself Borrower and its property with respect to its obligations, liabilities or any other matter under or arising out of or in any Proceeding relating to connection with this Agreement or any documents executed and delivered in connection herewith, other Project Loan Document or for recognition and or enforcement of any judgment rendered in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware and appellate courts from any thereof; (b) consents that any such Proceeding proceedings may be brought in any trial or appellate state or federal court of competent jurisdiction in the state in which the Property is located. By execution and maintained in delivery of this Agreement, the Borrower accepts, generally and unconditionally, the non-exclusive jurisdiction of such courts and waives irrevocably waives, and agrees not to plead or claim, any objection that it may now or hereafter ever have to the venue of any such Proceeding action or proceeding in any such court or that such Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) court. The Borrower irrevocably agrees that service of all process in any such Proceeding proceeding or any court arising out of or in connection with this Agreement or any of the other Project Loan Documents, may be effected by mailing to the Borrower a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person the Borrower at its address determined set forth in subsection 11.1 or at such other address of which the Lender shall have been notified in accordance with Section 11.4 the terms of such subsection. Such service shall be effective five (5) days after such mailing. Such service will be effective and binding service in every respect. The Borrower shall not assert that such service did not constitute effective and binding service within the meaning of any applicable state or federal law, rule, regulation or the like. Nothing in this Agreement; (d) agrees that nothing herein Agreement shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx sue in any other jurisdiction; and (e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. SECTION 11.13. Form 10-D and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to the Issuer (i) no later than each Payment Date, the Owner Trustee shall notify the Seller of any Form 10-D Disclosure Item with respect to the Owner Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year.

Appears in 1 contract

Samples: Project Loan Agreement (Agree Realty Corp)

Waiver of Jury Trial; Submission to Jurisdiction. Each of the parties hereto herby Company and the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and unconditionally: (a) submits for itself and its property all right to trial by jury in any Proceeding legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and the Underwriters hereby submits to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any documents executed suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofthe Underwriters hereby irrevocably waives, to the nonexclusive general jurisdiction of the courts of the State of Delawarefullest extent permitted by law, the courts of the United States of America for the District of Delaware and appellate courts from any thereof; (b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that which it may now or hereafter have to the laying of venue of any such Proceeding action or proceeding brought in any such court and any claim that any such action or that such Proceeding was proceeding has been brought in an inconvenient court and agrees not to plead or claim forum. If the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined foregoing is in accordance with Section 11.4 the Underwriters’ understanding of this Agreement; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and (e) our agreement, kindly sign and return to the extent permitted by applicable lawCompany one of the counterparts hereof, each party hereto irrevocably waives all right whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, GENERAL MOTORS FINANCIAL COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Executive Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of trial by jury in any Proceeding or counterclaim based onthe date first above written. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder or thereunder. SECTION 11.13. Form 10-D LLC Acting severally on behalf of themselves and Form 10-K Filings. So long as the Seller is filing Exchange Act Reports with respect to Representatives of the Issuer (i) no later than each Payment Dateseveral Underwriters. BARCLAYS CAPITAL INC. BBVA SECURITIES INC. By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Title: Head of US DCM – Managing Director COMMERZ MARKETS LLC MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxx By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, the Owner Trustee shall notify the Seller LLC By: /s/ Ian Drewe By: /s/ Xxxxx X. Xxxxxxxx Name: Ian Drewe Name: Xxxxx X. Xxxxxxxx Title: Executive Director Title: Authorized Signatory BARCLAYS CAPITAL INC. $ 212,500,000 BBVA SECURITIES INC. $ 212,500,000 COMMERZ MARKETS LLC $ 212,500,000 MIZUHO SECURITIES USA LLC $ 212,500,000 XXXXXX XXXXXXX & CO. LLC $ 212,500,000 RBC CAPITAL MARKETS, LLC $ 212,500,000 BMO CAPITAL MARKETS CORP. $ 70,000,000 MUFG SECURITIES AMERICAS INC. $ 70,000,000 U.S. BANCORP INVESTMENTS, INC. $ 70,000,000 XXXXXXXX VAN, LLC $ 7,500,000 XXXXXXX CAPITAL MARKETS LLC $ 7,500,000 Total $ 1,500,000,000 1. Term sheet containing terms of any Form 10-D Disclosure Item with respect to the Owner Trusteesecurities, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller and (ii) no later than March 15 of each calendar year, commencing March 15, 2021, the Owner Trustee shall notify the Seller in writing of any affiliations or relationships between the Owner Trustee and any Item 1119 Party; provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided substantially in the notification in the prior calendar yearform attached hereto.

Appears in 1 contract

Samples: Underwriting Agreement (General Motors Financial Company, Inc.)

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