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

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waive the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate and appoint Smurfit Kappa Packaging LLC (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer and each Guarantor represent and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree that service of process upon its Authorized Agent and written notice of said service to the Issuer or a Guarantor, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any such court in any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 2 contracts

Sources: Indenture (Smurfit Westrock PLC), Indenture (Smurfit WestRock PLC)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each GuarantorIssuer, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate designates and appoint appoints Smurfit Kappa Packaging LLC (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer represents and each Guarantor represent and warrant warrants that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer or a GuarantorIssuer, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any such court in any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor Issuer or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters. Each and any Guarantor organized in Mexico further agrees that any service of process or notice made at the domicile of the Authorized Agent located at 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or any other domicile that the Authorized Agent notifies to the parties hereto in writing) shall be acceptable and that they will grant an irrevocable power of attorney to the Authorized Agent for lawsuits and collections to authorize it to act as process agent for the purposes herein.

Appears in 2 contracts

Sources: Indenture (Smurfit WestRock PLC), Indenture (Smurfit WestRock PLC)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waive the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate and appoint Smurfit Kappa Packaging LLC (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer and each Guarantor represent and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree that service of process upon its Authorized Agent and written notice of said service to the Issuer or a Guarantor, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any such court in any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. Each party to this Indenture waives, to the fullest extent permitted by applicable law, any right that it may have to a trial by jury in respect of any proceeding. The provisions of this Section 11.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Indenture (Smurfit Westrock PLC)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor Company irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each GuarantorCompany, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate designates and appoint Smurfit Kappa Packaging LLC appoints National Registered Agents, Inc. (the “Authorized Agent”) ), as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer Company represents that it has notified the Authorized Agent of such designation and each Guarantor represent appointment and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of processthe same in writing. The Issuer Company hereby irrevocably authorizes and each Guarantor agree directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer or a GuarantorCompany, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer Company arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer Company expressly accepts the jurisdiction of any such court in any such action. The Issuer Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 11.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Dollar Indenture (JSG Acquisitions I)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor Company irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇f or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each GuarantorCompany, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate designates and appoint Smurfit Kappa Packaging LLC appoints National Registered Agents, Inc. (the “Authorized Agent”) ), as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer Company represents that it has notified the Authorized Agent of such designation and each Guarantor represent appointment and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of processthe same in writing. The Issuer Company hereby irrevocably authorizes and each Guarantor agree directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer or a GuarantorCompany, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer Company arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer Company expressly accepts the jurisdiction of any such court in any such action. The Issuer Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 11.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Euro Indenture (JSG Acquisitions I)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, the Issuer and each Guarantor Company irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each GuarantorCompany, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate designates and appoint Smurfit Kappa Packaging LLC appoints National Registered Agents, Inc. (the “Authorized Agent”) "AUTHORIZED AGENT"), as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer Company represents that it has notified the Authorized Agent of such designation and each Guarantor represent appointment and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of processthe same in writing. The Issuer Company hereby irrevocably authorizes and each Guarantor agree directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer or a GuarantorCompany, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer Company arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer Company expressly accepts the jurisdiction of any such court in any such action. The Issuer Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 11.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Euro Indenture (MDCP Acquisitions I)

Submission to Jurisdiction; Appointment of Agent for Service. WAIVER To the fullest extent permitted by applicable law, the Issuer and each Guarantor Company irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated herebyAgreement, and irrevocably agrees agree that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each GuarantorCompany, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate and appoint Smurfit Kappa Packaging LLC National Registered Agents, Inc. (the “Authorized Agent”) "AUTHORIZED AGENT"), for the later of a period of ten years or until such time as no Notes are outstanding as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer Company represents that it has separately notified the Authorized Agent of such designation and each Guarantor represent appointment and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of processthe same in writing. The Issuer Company hereby irrevocably authorizes and each Guarantor agree directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer or a Guarantor, Company mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer Company arising out of or based on this Indenture Agreement or the transactions contemplated hereby may also be instituted by any of the Initial Purchasers, their respective officers and employees or any person who controls any of the Initial Purchasers within the meaning of the Securities Act in any competent court in Ireland Ireland, and the Issuer Company expressly accepts the jurisdiction of any such court in any such action. The Issuer hereby Company irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Agreement or the transactions contemplated hereby. The provisions of this Section 11.8 11(j) are intended to be effective upon the execution of this Indenture and the Notes Agreement without any further action by the Issuer, any Guarantor Company or the Trustee Initial Purchasers and the introduction of a true copy of this Indenture Agreement into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Euro Registration Rights Agreement (MDCP Acquisitions I)

Submission to Jurisdiction; Appointment of Agent for Service. To (a) The Issuers and the fullest extent permitted by applicable law, the Issuer and each Guarantor Guarantors irrevocably submits submit to the non-exclusive jurisdiction of and venue any New York State or United States Federal court sitting in any federal or state court in the Borough of Manhattan in the The City of New YorkYork (the “Specified Courts”) over any suit, County and State of New York, United States of America, in any suit action or proceeding based on or arising out of or under or in connection with relating to this Indenture or any of Agreement (each, a “Related Proceeding”). The Issuers and the transactions contemplated herebyGuarantors irrevocably waive, to the fullest extent (b) The Guarantors and the UK Issuer hereby irrevocably designate, appoint, and irrevocably agrees empower the US Issuer, as the designee, appointee and agent to receive, accept and acknowledge for and on their behalf, service of any and all legal process, summons, notices and documents that all claims may be served in respect of such any action, suit or proceeding may be determined brought against the Guarantors or the UK Issuer in any such courtUnited States or State court with respect to any matter arising out of or based upon this Agreement and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. Each of the Guarantors and the UK Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against it by serving a copy thereof upon the relevant agent for service of process referred to in this Section 6(i) (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service). Each of the Guarantors and the UK Issuer agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any such action or proceeding based thereon. The Issuer Issuers and each Guarantorthe Guarantors hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, irrevocably and fully waive the defense of an inconvenient forum any objection that it may now or hereafter have to the maintenance laying of such suit or proceeding and hereby irrevocably designate and appoint Smurfit Kappa Packaging LLC (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer and each Guarantor represent and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree that service of process upon its Authorized Agent and written notice of said service to the Issuer or a Guarantor, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, in any such suit or proceeding. Nothing herein shall affect the right venue of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit of the aforesaid actions, suits or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer proceedings arising out of or based on upon this Indenture Agreement brought in the United States federal courts located in The City of New York or the transactions contemplated courts of the State of New York located in The City of New York and hereby may also be instituted further irrevocably and unconditionally waive and agree not to plead or claim in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any such court that any such action, suit or proceeding brought in any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) court has been brought in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersan inconvenient forum.

Appears in 1 contract

Sources: Registration Rights Agreement (Haleon PLC)

Submission to Jurisdiction; Appointment of Agent for Service. To (a) The Company irrevocably (i) agrees that any legal suit, action or proceeding against it brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent permitted by applicable lawit may effectively do so, any objection which it may now or hereafter have to the Issuer laying of venue of any such proceeding and each Guarantor irrevocably (iii) submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York, County and State of New York, United States of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined courts in any such court. The Issuer and each Guarantorsuit, to the fullest extent permitted by applicable law, irrevocably and fully waive the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate and appoint Smurfit Kappa Packaging LLC (the “Authorized Agent”) as its authorized agent upon whom process may be served in any such suit action or proceeding. The Issuer and each Guarantor represent and warrant that the Authorized Agent has accepted such appointment and Company irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree that service of process upon its Authorized Agent and written notice of said service to the Issuer or a Guarantor, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any such court in any such action. The Issuer hereby irrevocably waives, to the extent permitted by law, waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes Agreement or the transactions contemplated herebyhereby which is instituted in any New York court or in any competent court in Ireland. The provisions Company has appointed Global Indemnity Group, Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Section 11.8 are intended Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Company will notify the Managers of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such mattersCompany.

Appears in 1 contract

Sources: Underwriting Agreement (Global Indemnity PLC)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor Company irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer and each GuarantorCompany, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designate designates and appoint Smurfit Kappa Packaging LLC appoints National Registered Agents, Inc. (the “Authorized Agent”) "AUTHORIZED AGENT"), as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer Company represents that it has notified the Authorized Agent of such designation and each Guarantor represent appointment and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of processthe same in writing. The Issuer Company hereby irrevocably authorizes and each Guarantor agree directs its Authorized Agent to accept such service. The Company further agrees that service of process upon its Authorized Agent and written notice of said service to the Issuer or a GuarantorCompany, mailed by first class mail or delivered to its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, Company in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Issuer Company agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against the Issuer Company arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer Company expressly accepts the jurisdiction of any such court in any such action. The Issuer Company hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 11.9 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, any Guarantor Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Dollar Indenture (MDCP Acquisitions I)

Submission to Jurisdiction; Appointment of Agent for Service. To the fullest extent permitted by applicable law, each of the Issuer and each Guarantor the Guarantors not organized under the laws of the United States of America, if any, irrevocably submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough of Manhattan in the City of New York▇▇▇ ▇▇▇▇, County and State of New York▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture or any of Indenture, the transactions contemplated herebyNotes and the Subsidiary Guarantees, if applicable, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Each of the Issuer and each such Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waive waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby each of the Issuer and each such Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and the Parent Guarantor (the “Authorized Agent”) (and any successor entity) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) irrevocably authorized and directed the Authorized Agent to accept such service and (iii) agreed that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Authorized Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. If the Authorized Agent ceases to exist, the Issuer and each such Guarantor agree (i) to irrevocably designate and appoint Smurfit Kappa Packaging LLC such other U.S. process agent (the “Authorized Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding. The Issuer , (ii) to irrevocably authorized and each Guarantor represent direct the Replacement Agent to accept such service and warrant that the Authorized Agent has accepted such appointment and irrevocably agreed to act as said agent for service of process. The Issuer and each Guarantor agree (iii) that service of process upon its Authorized the Replacement Agent and written notice of said service to the Issuer or a Guarantor, it mailed by first class mail or delivered to its Authorized the Replacement Agent shall be deemed in every respect effective service of process upon the Issuer or such Guarantor, respectively, them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Each of the Issuer and each such Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against Each of the Issuer arising out of or based on this Indenture or the transactions contemplated hereby may also be instituted in any competent court in Ireland and the Issuer expressly accepts the jurisdiction of any each such court in any such action. The Issuer Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 11.8 12.09 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer, Issuer or any Guarantor or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Appears in 1 contract

Sources: Indenture (Esterline Technologies Corp)