Common use of Waiver of Sovereign Immunity Clause in Contracts

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 14 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

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Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package Securities or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package any preliminary Prospectus or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Each of the Republic and Banco Central hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package preliminary Prospectus or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 7 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through sovereign immunity, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)Republic, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However, the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined for diplomatic and consular missions and for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesNotes, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 7 contracts

Samples: Underwriting Agreement (Republic of Chile), Underwriting Agreement (Republic of Chile), Underwriting Agreement (Republic of Chile)

Waiver of Sovereign Immunity. (a) To 9.5.1 With respect to the extent that the Republic has or hereafter may acquire or have attributed liability of each Equity Investor to it any immunity perform its obligations under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or noticethis Agreement, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Equity Investor: (a) agrees that, for purposes of the Republic hereby irrevocably waives such doctrine of sovereign immunity, the execution, delivery and performance by it of this Agreement constitutes private and commercial acts done for private and commercial purposes; (b) agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement in accordance with the terms hereof, the Equity Investor is not entitled to any immunity on the basis of sovereignty in respect of its obligations under this Agreement, and no immunity from such proceedings (including, without limitation, immunity from service of process from suit, from the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (iifrom an order or injunction of such court or the enforcement of same against its assets) from any legal process in the courts shall be claimed by or on behalf of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), such party or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republicassets; (c) waives, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of any such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waivesproceedings, to the fullest extent permitted by law, any requirement right of immunity which it or other provision any of law, rule, regulation its assets now has or practice which requires or otherwise establishes as a condition may acquire in the future in any jurisdiction; (d) subject to the institutionterms and conditions hereof, prosecution or completion consents generally in respect of the enforcement of any action judgment or proceeding award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including appeals) arising out of or relating to this Agreementincluding, without limitation, pre-judgment attachment, post-judgment attachment, the Securitiesmaking, the Disclosure Package enforcement or the Final Prospectus, the posting execution against or in respect of any bond assets whatsoever irrespective of their use or the furnishing, directly or indirectly, intended use of any other securityorder or judgment that may be made or given in connection therewith); and (e) specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets or property of the Equity Investor.

Appears in 4 contracts

Samples: Stockholders' Agreement (N-Able, Inc.), Stockholders' Agreement (N-Able, LLC), Stockholders’ Agreement (SolarWinds Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws Each of the Republic) Authority and the Tribe unconditionally and irrevocably waives its sovereign immunity, and the sovereign immunity of each subdivision, agency, department, board, committee, commission, instrumentality or entity wholly-owned or wholly-controlled, directly or indirectly, by the Tribe from jurisdiction any suit, action, proceeding or legal process of any court or from nature, and any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwiseall defenses based thereon, with respect to itself or its propertyany claim, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republicdemand, in respect of its obligations under this Agreementdispute, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out cause of action related or relating incidental to this Agreement, the Securities, the Disclosure Package Senior Notes or the Final ProspectusCollateral Documents including the offer or sale of the Senior Notes, whether now existing or hereafter arising and whether sounding in tort, contract, or otherwise (collectively "Permitted Claims"). Such waiver extends (i) to permit the posting interpretation, enforcement and the seeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, injunction, mandamus, damages or otherwise) through judicial proceedings and other legal process as hereinafter provided, and (ii) to permit judicial actions in any bond of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or vacate any award or interim injunctive relief related to such arbitration authorized in this Section 15; provided, however, such waiver shall be subject to the following limitations: (a) no Person may seek enforcement or recover any damages as a result of such waiver against any property or rights of the Authority or the furnishingTribe, directly except as against Gaming Assets and Gaming Assets distributed to the Tribe in contravention of the Indenture; (b) no Person will be entitled to enforce such waiver except the Trustee, holders of the Senior Notes, Persons entitled to be indemnified under this Agreement, and the successors and assigns of the Trustee and such holders and Persons (each, a "Permitted Party"); (c) no Person shall be entitled to assert a claim because of such waiver except a Permitted Claim; (d) claims permitted by such waiver may be brought only in the Applicable Courts or indirectly, in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the internal law of any other securitythe State of New York.

Appears in 4 contracts

Samples: Pledge and Security Agreement (River Rock Entertainment Authority), Cash Collateral and Disbursement Agreement (River Rock Entertainment Authority), Control Agreement (River Rock Entertainment Authority)

Waiver of Sovereign Immunity. (a) To With respect to the extent that the Republic has or hereafter may acquire or have attributed liability of Subscriber to it any immunity perform its obligations under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or noticethis Agreement, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Subscriber: 10.1 agrees that, for purposes of the Republic hereby irrevocably waives such doctrine of sovereign immunity, the execution, delivery, and performance by it of this Agreement constitutes private and commercial acts done for private and commercial purposes; 10.2 agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement in accordance with the terms hereof, Subscriber is not entitled to any immunity on the basis of sovereignty in respect of its obligations under this Agreement, and no immunity from such proceedings (including, without limitation, immunity from service of process from suit, from the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts an order or injunction of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)such court, or (iiithe enforcement of same against its assets) from any legal process in any court other than a court shall be claimed by or on behalf of the Republic, whether through service such party or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republicassets; 10.3 waives, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of any such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waivesproceedings, to the fullest extent permitted by law, any requirement right of immunity which it or other provision any of law, rule, regulation its assets now has or practice which requires or otherwise establishes as a condition may acquire in the future in any jurisdiction; 10.4 subject to the institutionterms and conditions hereof, prosecution or completion consents generally in respect of the enforcement of any action judgment or proceeding award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including appeals) arising out of or relating to this Agreementincluding, without limitation, pre-judgment attachment, post judgment attachment, the Securitiesmaking, the Disclosure Package enforcement, or the Final Prospectus, the posting execution against or in respect of any bond assets whatsoever irrespective of their use or the furnishing, directly or indirectly, intended use of any other security.order or judgment that may be made or given in connection therewith); and 10.5 specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets or property of the Subscriber.]1

Appears in 4 contracts

Samples: Subscription Agreement (KORE Group Holdings, Inc.), Subscription Agreement (KORE Group Holdings, Inc.), Subscription Agreement (Cerberus Telecom Acquisition Corp.)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however, that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent's waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent's ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishing, directly or indirectly, Parent of the power to make any other securitysuch waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation's assets from the reach of creditors and others.

Appears in 3 contracts

Samples: Employment Agreement (Seneca Erie Gaming Corp), Employment Agreement (Seneca Erie Gaming Corp), Employment Agreement (Seneca Erie Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Reopening Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Reopening Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Reopening Securities, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 3 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter any of its revenues, assets or properties shall be entitled, in any jurisdiction in which any Specified Court is located, in which any Related Proceeding may acquire at any time be brought against it or have attributed any of its revenues, assets or properties, or in any jurisdiction in which any Specified Court is located in which any suit, action or proceeding may at any time be brought for the purpose of enforcing or executing any final non-appealable judgment in any Related Proceeding (a “Related Judgment”), to it any immunity under any law (other than the laws of the Republic) from suit, from jurisdiction of any court or such court, from any legal process (whether through service or noticeset-off, from attachment prior to judgment, from attachment in aid of executionexecution of judgment, from execution of a judgment or otherwise) with respect from any other legal or judicial process or remedy, and to itself or its propertythe extent that in any such jurisdiction there shall be attributed such an immunity, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreementimmunity, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction, including the RepublicFederal Sovereign Immunities Act of 1976, in respect of its obligations under this Agreement, Agreement and the Securities, Indenture except for actions arising out of or based on the Disclosure Package U.S. federal securities laws or the Final Prospectus. Without limiting the generality of the foregoing, any state securities laws for which the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Federal Sovereign Immunities Act of 1976 with respect 1976; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to actions brought against exercise the rights of indemnification and contribution from the Republic under U.S. federal securities laws set forth in Section 8 hereof; and provided, further, that such waiver of immunity shall not extend to, and the Republic shall be immune in respect of and in relation to any suit, action or proceeding or enforcement of any Related Judgment against: (i) any reserves of the Central Bank of Argentina (Banco Central de la República Argentina); (ii) any property in the public domain located in the territory of Argentina that falls within the purview of Section 234 and 235 of the Civil and Commercial Code of Argentina; (iii) any property located in or outside the territory of Argentina that provides an essential public service; (iv) any property (whether in the form of cash, bank deposits, securities, third party obligations or any state securities lawsother methods of payment) of Argentina, its governmental agencies and other governmental entities relating to the performance of the budget, within the purview of Sections 165 through 170 of Law No. 11,672, Complementaria Permanente de Presupuesto (t.o. 2014); (v) any property entitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of 1961 and the Vienna Convention on Consular Relations of 1963, including, but not limited to, property, premises and bank accounts used by the missions of Argentina; (vi) any property used by a diplomatic, governmental or consular mission of the Republic; (vii) taxes, duties, levies, assessments, royalties or any other governmental charges imposed by Argentina, including the right of Argentina to collect any such charges; (viii) any property of a military character or under the control of a military authority or defense agency of Argentina; (ix) any property forming part of the cultural heritage of Argentina; and (x) property protected by any applicable sovereign immunity law. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Indenture, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 3 contracts

Samples: Underwriting Agreement (Republic of Argentina), Underwriting Agreement (Republic of Argentina), Underwriting Agreement (Republic of Argentina)

Waiver of Sovereign Immunity. (a) To With respect to the extent that the Republic has or hereafter may acquire or have attributed liability of Subscriber to it any immunity perform its obligations under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or noticethis Agreement, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Subscriber: 9.1 agrees that, for purposes of the Republic hereby irrevocably waives such doctrine of sovereign immunity, the execution, delivery, and performance by it of this Agreement constitutes private and commercial acts done for private and commercial purposes; 9.2 agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement in accordance with the terms hereof, Subscriber is not entitled to any immunity on the basis of sovereignty in respect of its obligations under this Agreement, and no immunity from such proceedings (including, without limitation, immunity from service of process from suit, from the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts an order or injunction of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)such court, or (iiithe enforcement of same against its assets) from any legal process in any court other than a court shall be claimed by or on behalf of the Republic, whether through service such party or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republicassets; 9.3 waives, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of any such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waivesproceedings, to the fullest extent permitted by law, any requirement right of immunity which it or other provision any of law, rule, regulation its assets now has or practice which requires or otherwise establishes as a condition may acquire in the future in any jurisdiction; 9.4 subject to the institutionterms and conditions hereof, prosecution or completion consents generally in respect of the enforcement of any action judgment or proceeding award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including appeals) arising out of or relating to this Agreementincluding, without limitation, pre-judgment attachment, post judgment attachment, the Securitiesmaking, the Disclosure Package enforcement, or the Final Prospectus, the posting execution against or in respect of any bond assets whatsoever irrespective of their use or the furnishing, directly or indirectly, intended use of any other security.order or judgment that may be made or given in connection therewith); and 9.5 specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets or property of the Subscriber.]1

Appears in 3 contracts

Samples: Merger Agreement (Good Works Acquisition Corp.), Subscription Agreement (Isleworth Healthcare Acquisition Corp.), Subscription Agreement (Good Works Acquisition Corp.)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Each of the Republic and Banco Central hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 3 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgmentjudgement, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package Securities or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package any preliminary Prospectus or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Each of the Republic and Banco Central hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package preliminary Prospectus or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 3 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the SecuritiesBonds, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the SecuritiesBonds, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesBonds, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 2 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the each Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the each Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package or the each Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 2 contracts

Samples: Underwriting Agreement (Uruguay Republic Of), Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws Each of the Republic) Authority and the Tribe unconditionally and irrevocably waives its sovereign immunity, and the sovereign immunity of each subdivision, agency, department, board, committee, commission, instrumentality or entity wholly-owned or wholly-controlled, directly or indirectly, by the Tribe from jurisdiction any suit, action, proceeding or legal process of any court or from nature, and any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwiseall defenses based thereon, with respect to itself or its propertyany claim, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republicdemand, in respect of its obligations under this Agreementdispute, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out cause of action related or relating incidental to this Agreement, the Securities, the Disclosure Package Senior Notes or the Final ProspectusCollateral Documents including the offer or sale of the Senior Notes, whether now existing or hereafter arising and whether sounding in tort, contract, or otherwise (collectively "Permitted Claims"). Such waiver extends (i) to permit the posting interpretation, enforcement and the seeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, injunction, mandamus, damages or otherwise) through judicial proceedings and other legal process as hereinafter provided, and (ii) to permit judicial actions in any bond of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or vacate any award or interim injunctive relief related to such arbitration authorized in this Section 13; provided, however, such waiver shall be subject to the following limitations: (a) no Person may seek enforcement or recover any damages as a result of such waiver against any property or rights of the Authority or the furnishingTribe, directly except as against Gaming Assets and Gaming Assets distributed to the Tribe in contravention of the Indenture; (b) no Person will be entitled to enforce such waiver except the Trustee, holders of the Senior Notes, Persons entitled to be indemnified under this Agreement, and the successors and assigns of the Trustee and such holders and Persons (each, a "Permitted Party"); (c) no Person shall be entitled to assert a claim because of such waiver except a Permitted Claim; (d) claims permitted by such waiver may be brought only in the Applicable Courts or indirectly, in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the internal law of any other securitythe State of New York.

Appears in 2 contracts

Samples: Intercreditor Agreement (River Rock Entertainment Authority), Cash Collateral and Disbursement Agreement (River Rock Entertainment Authority)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through sovereign immunity, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the SecuritiesReopening Notes, the Registration Statement, the Disclosure Package or and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)Republic, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the SecuritiesReopening Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Reopening Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However, the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined for diplomatic and consular missions and for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesReopening Notes, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Underwriting Agreement (Republic of Chile)

Waiver of Sovereign Immunity. (a) To Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall Parent expressly authorizes any governmental authorities who have the fullest extent permitted right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that Parent does not hereby waive the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent’s waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with Parent’s ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of Parent, and Parent shall have no power to pledge or encumber the Final Prospectusassets of the Nation. Furthermore, the posting this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to Parent of the furnishing, directly or indirectly, power to make any such waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of any other security.creditors and others. By Name: E. Xxxxx Xxxxxxxxx Title: Interim President and CEO Name: Xxxxxx Victoria

Appears in 1 contract

Samples: Employment Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. Section 8.1 The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (aand his estate in the event of his death) To for the extent that purpose of enforcing Sections 2.1, 2.2, 3.6, 4.5 and Article V of this Agreement, or permitting or compelling arbitration and other remedies as provided herein. This waiver is solely for the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (ii) from any legal process decision by an arbitrator relating to this Agreement in the courts United States District Court for the Western District of the Republic (other than immunity from attachment prior to judgment New York. Section 8.2 The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (b) Section 8.3 The Republic hereby irrevocably waives, Parent’s waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided this Agreement. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. Section 8.4 Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent’s ability to enter into this Agreement, including, without limitation, this Section 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this Section 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishing, directly or indirectly, Parent of the power to make any other security.such waiver. This Section 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of creditors and others. * * *

Appears in 1 contract

Samples: Separation and Consulting Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter any of its revenues, assets or properties shall be entitled, in any jurisdiction in which any Specified Court is located, in which any Related Proceeding may acquire at any time be brought against it or have attributed any of its revenues, assets or properties, or in any jurisdiction in which any Specified Court is located in which any suit, action or proceeding may at any time be brought for the purpose of enforcing or executing any final non-appealable judgment in any Related Proceeding (a “Related Judgment”), to it any immunity under any law (other than the laws of the Republic) from suit, from jurisdiction of any court or such court, from any legal process (whether through service or noticeset-off, from attachment prior to judgment, from attachment in aid of executionexecution of judgment, from execution of a judgment or otherwise) with respect from any other legal or judicial process or remedy, and to itself or its propertythe extent that in any such jurisdiction there shall be attributed such an immunity, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreementimmunity, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction, including the RepublicFederal Sovereign Immunities Act of 1976, in respect of its obligations under this Agreementthe Transaction Documents and the Solicitation and Exchange Documents, except for actions arising out of or based on the Securities, the Disclosure Package U.S. federal securities laws or the Final Prospectus. Without limiting the generality of the foregoing, any state securities laws for which the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Federal Sovereign Immunities Act of 1976 with respect 1976; provided, however, that the above exception shall not in any way limit the ability of the Dealer Managers to actions brought against exercise the rights of indemnification and contribution from the Republic under U.S. federal securities laws set forth in Section 6 hereof; and provided, further, that such waiver of immunity shall not extend to, and the Republic shall be immune in respect of and in relation to any suit, action or proceeding or enforcement of any Related Judgment against: (i) any assets, reserves or accounts of the Central Bank of Argentina (Banco Central de la República Argentina); (ii) any property in the public domain located in the territory of Argentina that falls within the purview of Sections 234 and 235 of the Civil and Commercial Code of Argentina; (iii) any property located in or outside the territory of Argentina that provides an essential public service; (iv) any property (whether in the form of cash, bank deposits, securities, third party obligations or any state securities lawsother methods of payment) of Argentina, its governmental agencies and other governmental entities relating to the performance of the budget, within the purview of Sections 165 through 170 of Law No. 11,672, Complementaria Permanente de Presupuesto (t.o. 2014); (v) any property entitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of 1961 and the Vienna Convention on Consular Relations of 1963, including, but not limited to, property, premises and bank accounts used by the missions of Argentina; (vi) any property used by a diplomatic, governmental or consular mission of the Republic; (vii) taxes, duties, levies, assessments, royalties or any other governmental charges imposed by Argentina, including the right of Argentina to collect any such charges; (viii) any property of a military character or under the control of a military authority or defense agency of Argentina; (ix) any property forming part of the cultural heritage of Argentina; and (x) property protected by any applicable sovereign immunity law. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesExisting Notes, the Disclosure Package New Notes, the Indentures, the Supplemental Indenture(s) or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Dealer Manager and Solicitation Agent Agreement (Republic of Argentina)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with With respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect liability of Subscriber to perform its obligations under this Subscription Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws Subscriber: 9.1 agrees that, for purposes of the Republicdoctrine of sovereign immunity, the execution, delivery and performance by it of this Subscription Agreement constitutes private and commercial acts done for private and commercial purposes; 9.2 agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Subscription Agreement or any transaction contemplated by this Subscription Agreement in accordance with the terms hereof, Subscriber is not entitled to any immunity on the basis of sovereignty in respect of its obligations under this Subscription Agreement, and no immunity from such proceedings (including, without limitation, immunity from service of process from suit, from the Securitiesjurisdiction of any court, the Disclosure Package from an order or injunction of such court or the Final Prospectus. Without limiting the generality enforcement of the foregoing, the Republic agrees that the waivers set forth in this subsection (asame against its assets) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes claimed by or on behalf of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 party or with respect to actions brought against the Republic under U.S. federal securities laws or its assets; 9.3 waives, in any state securities laws. (b) The Republic hereby irrevocably waivessuch proceedings, to the fullest extent permitted by law, any requirement right of immunity which it or other provision any of law, rule, regulation its assets now has or practice which requires or otherwise establishes as a condition may acquire in the future in any jurisdiction; 9.4 subject to the institutionterms and conditions hereof, prosecution or completion consents generally in respect of the enforcement of any action judgment or proceeding award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including appeals) arising out of or relating to this Agreementincluding, without limitation, pre-judgment attachment, post judgment attachment, the Securitiesmaking, the Disclosure Package enforcement or the Final Prospectus, the posting execution against or in respect of any bond assets whatsoever irrespective of their use or the furnishing, directly or indirectly, intended use of any other securityorder or judgment that may be made or given in connection therewith); and 9.5 specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets or property of the Investor.]1 [Signature Page Follows] 1 Note to Draft: To be included for all sovereign wealth or similar investors.

Appears in 1 contract

Samples: Subscription Agreement (Innoviz Technologies Ltd.)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent's waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent's ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishing, directly or indirectly, Parent of the power to make any other securitysuch waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation's assets from the reach of creditors and others.

Appears in 1 contract

Samples: Employment Agreement (Seneca Erie Gaming Corp)

Waiver of Sovereign Immunity. Each Grantor that is organized under the laws of any jurisdiction other than the United States of America or any state thereof (a) To each, a “Foreign Note Party”), in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that the Republic such Foreign Note Party or its respective Subsidiaries or any of its or its respective Subsidiaries’ properties has or may hereafter may acquire any right of immunity, whether characterized as sovereign immunity or have attributed otherwise, from any legal proceedings, whether in the United States or elsewhere, to it enforce or collect upon the First-Priority Obligations, the Second-Priority Obligations or any other liability or obligation of such Foreign Note Party, or any of their respective Subsidiaries related to or arising from the transactions contemplated by any of First-Priority Documents or the Second-Priority Documents (as applicable) including, without limitation, immunity under any law (other than the laws from service of the Republic) process, immunity from jurisdiction or judgment of any court or tribunal, immunity from any legal process (whether through service or notice, attachment prior to execution of a judgment, attachment in aid and immunity of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect any of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity property from attachment prior to judgment and attachment in aid any entry of execution)judgment, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwiseupon a judgment, with respect to such Foreign Note Party, for itself or and on behalf of its propertySubsidiaries, the Republic hereby irrevocably waives such immunity expressly waives, to the fullest extent permitted by permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package United States or the Final Prospectuselsewhere. Without limiting the generality of the foregoing, each Foreign Note Party, as the Republic case may be, further agrees that the waivers set forth in this subsection (a) Section 8.24 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Note Purchase Agreement (Indivior PLC)

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Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through sovereign immunity, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)Republic, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However, the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined to diplomatic and consular missions and to the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesNotes, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Underwriting Agreement (Republic of Chile)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and her estate in the extent that event of her death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however, that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent's waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent's ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishing, directly or indirectly, Parent of the power to make any other securitysuch waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation's assets from the reach of creditors and others.

Appears in 1 contract

Samples: Employment Agreement (Seneca Erie Gaming Corp)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however, that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against any action by third parties (c) The Parent’s waiver of immunity from suit is irrevocable and specifically limited to the Republic under U.S. federal securities laws or remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any state securities lawssuch action shall be satisfied solely from the net income of the Parent. (bd) The Republic hereby irrevocably waives, Notwithstanding anything in this Agreement to the fullest extent permitted by lawcontrary, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as this waiver is to be interpreted in a condition manner consistent with the Parent’s ability to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishing, directly or indirectly, Parent of the power to make any other securitysuch waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of creditors and others.

Appears in 1 contract

Samples: Employment Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with With respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect liability of Subscriber to perform its obligations under this Subscription Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws Subscriber: 11.1 agrees that, for purposes of the Republicdoctrine of sovereign immunity, the execution, delivery and performance by it of this Subscription Agreement constitutes private and commercial acts done for private and commercial purposes; 11.2 agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Subscription Agreement or any transaction contemplated by this Subscription Agreement in accordance with the terms hereof, Subscriber is not entitled to any immunity on the basis of sovereignty in respect of its obligations under this Subscription Agreement, and no immunity from such proceedings (including, without limitation, immunity from service of process from suit, from the Securitiesjurisdiction of any court, the Disclosure Package from an order or injunction of such court or the Final Prospectus. Without limiting the generality enforcement of the foregoing, the Republic agrees that the waivers set forth in this subsection (asame against its assets) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes claimed by or on behalf of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 party or with respect to actions brought against the Republic under U.S. federal securities laws or its assets; 11.3 waives, in any state securities laws. (b) The Republic hereby irrevocably waivessuch proceedings, to the fullest extent permitted by law, any requirement right of immunity which it or other provision any of law, rule, regulation its assets now has or practice which requires or otherwise establishes as a condition may acquire in the future in any jurisdiction; 11.4 subject to the institutionterms and conditions hereof, prosecution or completion consents generally in respect of the enforcement of any action judgment or proceeding award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including appeals) arising out of or relating to this Agreementincluding, without limitation, pre-judgment attachment, post-judgment attachment, the Securitiesmaking, the Disclosure Package enforcement or the Final Prospectus, the posting execution against or in respect of any bond assets whatsoever irrespective of their use or the furnishing, directly or indirectly, intended use of any other security.order or judgment that may be made or given in connection therewith); and 11.5 specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets or property of the Investor.]1

Appears in 1 contract

Samples: Subscription Agreement (ACKRELL SPAC Partners I Co.)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent's waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent's ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishingParent of the power to make any such waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation's assets from the reach of creditors and others. EXECUTED, directly or indirectly, as of any other security.the date first written above. SENECA GAMING CORPORATION By: /s/ XXXXXXX X. HEMLOCK Name: Xxxxxxx X. Hemlock Title: Vice Chairperson EXECUTIVE By: /s/ G. XXXXXXX XXXXX

Appears in 1 contract

Samples: Employment Agreement (Seneca Erie Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through sovereign immunity, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 14 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)Republic, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 14 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However, the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined for diplomatic and consular missions and for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesNotes, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Structuring Agent Agreement (Republic of Chile)

Waiver of Sovereign Immunity. (a) To Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and her estate in the extent that event of her death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall Parent expressly authorizes any governmental authorities who have the fullest extent permitted right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that Parent does not hereby waive the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent’s waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with Parent’s ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of Parent, and Parent shall have no power to pledge or encumber the Final Prospectusassets of the Nation. Furthermore, the posting this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to Parent of the furnishingpower to make any such waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of creditors and others. EXECUTED, directly or indirectly, as of any other security.the date first written above. By /s/ E. Xxxxx Xxxxxxxxx Name: E. Xxxxx Xxxxxxxxx Title: President and CEO Name: Xxxxxxxxx X. Xxxxxx

Appears in 1 contract

Samples: Employment Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, Table of Contents attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the Securities, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Underwriting Agreement (Uruguay Republic Of)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent’s waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent’s ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishing, directly or indirectly, Parent of the power to make any other securitysuch waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of creditors and others.

Appears in 1 contract

Samples: Employment Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with With respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect liability of Subscriber to perform its obligations under this Subscription Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws Subscriber: 9.1 agrees that, for purposes of the Republicdoctrine of sovereign immunity, the execution, delivery and performance by it of this Subscription Agreement constitutes private and commercial acts done for private and commercial purposes; 9.2 agrees that, should any proceedings be brought against it or its assets in any jurisdiction in relation to this Subscription Agreement or any transaction contemplated by this Subscription Agreement in accordance with the terms hereof, Subscriber is not entitled to any immunity on the basis of sovereignty in respect of its obligations under this Subscription Agreement, and no immunity from such proceedings (including, without limitation, immunity from service of process from suit, from the Securitiesjurisdiction of any court, the Disclosure Package from an order or injunction of such court or the Final Prospectus. Without limiting the generality enforcement of the foregoing, the Republic agrees that the waivers set forth in this subsection (asame against its assets) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes claimed by or on behalf of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 party or with respect to actions brought against the Republic under U.S. federal securities laws or its assets; 9.3 waives, in any state securities laws. (b) The Republic hereby irrevocably waivessuch proceedings, to the fullest extent permitted by law, any requirement right of immunity which it or other provision any of law, rule, regulation its assets now has or practice which requires or otherwise establishes as a condition may acquire in the future in any jurisdiction; 9.4 subject to the institutionterms and conditions hereof, prosecution or completion consents generally in respect of the enforcement of any action judgment or proceeding award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including appeals) arising out of or relating to this Agreementincluding, without limitation, pre-judgment attachment, post judgment attachment, the Securitiesmaking, the Disclosure Package enforcement or the Final Prospectus, the posting execution against or in respect of any bond assets whatsoever irrespective of their use or the furnishing, directly or indirectly, intended use of any other securityorder or judgment that may be made or given in connection therewith); and 9.5 specifies that, for the purposes of this provision, “assets” shall be taken as excluding “premises of the mission” as defined in the Vienna Convention on Diplomatic Relations signed at Vienna, April 18, 1961, “consular premises” as defined in the Vienna Convention on Consular Relations signed in 1963, and military property or military assets or property of the Investor.](1) [Signature Page Follows] (1) Note to Draft: To be included for all sovereign wealth or similar investors.

Appears in 1 contract

Samples: Subscription Agreement (Trine Acquisition Corp.)

Waiver of Sovereign Immunity. (a) To Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall Parent expressly authorizes any governmental authorities who have the fullest extent permitted right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that Parent does not hereby waive the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent’s waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with Parent’s ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of Parent, and Parent shall have no power to pledge or encumber the Final Prospectusassets of the Nation. Furthermore, the posting this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to Parent of the furnishingpower to make any such waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of creditors and others. EXECUTED, directly or indirectly, as of any other security.the date first written above. Name: E. Xxxxx Xxxxxxxxx Title: President and CEO Name: Xxxxx Xxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. (a) To The Parent grants a waiver of its sovereign immunity from suit exclusively to Executive (and his estate in the extent that event of his death) for the Republic has purpose of enforcing this Agreement, or hereafter may acquire permitting or have attributed to it any immunity under any law (compelling arbitration and other than remedies as provided herein. This waiver is solely for the laws benefit of the Republic) from jurisdiction of any court aforesaid parties and for no other person or from any legal process (whether through service or noticeentity. For this limited purpose, attachment prior the Parent consents to judgment, attachment in aid of execution, execution or otherwise) be sued solely with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectus. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction enforcement of any court, (iidecision by an arbitrator relating to this Agreement as provided in paragraph 7(e) from any legal process of this Agreement in the courts United States District Court for the Western District of the Republic New York. (other than immunity from attachment prior to judgment b) The Parent hereby waives any requirement of exhaustion of tribal remedies, and attachment in aid of execution), or (iii) from agrees that it will not present any legal process affirmative defense in any court other than a court of the Republic, whether through service or notice, attachment prior dispute based on any alleged failure to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives exhaust such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the Securities, the Disclosure Package or the Final Prospectusremedies. Without in any way limiting the generality of the foregoing, the Republic agrees Parent expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered; provided, however that the waivers set forth in this subsection (a) shall have Parent does not hereby waive the fullest extent permitted under the Foreign Sovereign Immunities Act defense of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities lawsaction by third parties. (bc) The Republic hereby irrevocably waives, Parent’s waiver of immunity from suit is irrevocable and specifically limited to the fullest extent permitted by law, remedies provided in paragraph 5 of this Agreement regarding liquidated damages. Any monetary award related to any requirement or other provision such action shall be satisfied solely from the net income of law, rule, regulation or practice which requires or otherwise establishes as a condition the Parent. (d) Notwithstanding anything in this Agreement to the institutioncontrary, prosecution or completion of any action or proceeding (including appeals) arising out of or relating this waiver is to be interpreted in a manner consistent with the Parent’s ability to enter into this Agreement, including, without limitation, this paragraph 8, as provided in the SecuritiesCharter of the Parent, as it may be amended from time to time. Accordingly, the Disclosure Package Nation shall not be liable for the debts or obligations of the Final ProspectusParent, and the posting Parent shall have no power to pledge or encumber the assets of the Nation. Furthermore, this paragraph 8 does not constitute a waiver of any bond immunity of the Nation or a delegation to the furnishingParent of the power to make any such waiver. This paragraph 8 shall be strictly construed with a view toward protecting the Nation’s assets from the reach of creditors and others. EXECUTED, directly or indirectlyas of the date first written above. By Name: Xxxxx X. Xxxxxx, Xx. Title: Chairman of any other security.the Board of Directors By Name: E. Xxxxx Xxxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Seneca Gaming Corp)

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through sovereign immunity, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Structuring Agent to exercise the rights to indemnification and contribution from the Republic set forth in Section 7 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution)Republic, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Agreement, the SecuritiesNotes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Structuring Agent to exercise the rights to indemnification and contribution from the Republic set forth in Section 7 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However, the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined for diplomatic and consular missions and for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic hereby reserves the right to plead sovereign immunity under the Foreign Sovereign Immunities Act of 1976 with respect to actions brought against the Republic under U.S. federal securities laws or any state securities laws. (b) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any action or proceeding (including appeals) arising out of or relating to this Agreement, the SecuritiesNotes, the Disclosure Package or the Final Prospectus, the posting of any bond or the furnishing, directly or indirectly, of any other security.

Appears in 1 contract

Samples: Structuring Agent Agreement (Republic of Chile)

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