Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee. (b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Sources: First Supplemental Indenture
Submission to Jurisdiction, Etc. (a) The Issuer and the ------------------------------- Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, provided that service of process is effected upon the Issuer, Issuer or the Trustee in the manner provided by the this Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch office of Banco do Brasil Petroleo Brasileiro S.A., located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent (the “"Process Agent”") to accept ------------- and acknowledge for and on its behalf, behalf and on behalf of its property, property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding proceedings in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Issuer irrevocably consents and agrees to the service of and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery delivery, to it at its address set forth in this Section 11.13 of this Subordination Nucleus 14.3 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 14.3 or to its Process Agent. Service upon the Issuer or a the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of any court (i) the courts of the State United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any United States federal court sitting of its property may be found; (iv) the state courts of the District of Columbia and New York County; and (v) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding may be brought in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇or removed to such courts, and waives any appellate court from objection, or right to stay or dismiss any thereof. The Issuer and the Trustee irrevocably waiveaction or proceeding, that it may now or hereafter have to the fullest extent venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) [Reserved];
(d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law, or (ii) limit the right of any objection Secured Party to commence proceedings against or otherwise sue the Borrower or any suitother Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, actionand to the extent, or proceeding permitted by the Applicable Laws; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Loan Guarantee Agreement (EVgo Inc.)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Sponsor Entity and the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) to the extent organized, formed or domiciled outside the United States, agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any United States federal court sitting such proceeding. Each such party agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. Each such party shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while such person is obligated under this Agreement;
(d) agrees that nothing herein shall (i) affect the Borough right of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from Secured Party to effect service of process in any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent other manner permitted by law; or (i) limit the right of any Secured Party to commence proceedings against or otherwise sue a Sponsor Entity or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, any objection and to any suitthe extent, action, or proceeding permitted by Applicable Law; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of its obligation against the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonapplicable party.
Appears in 1 contract
Sources: Sponsor Support, Share Retention and Subordination Agreement (Ford Motor Co)
Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit submits to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇The City of New York, ▇▇▇ ▇▇▇▇New York, ▇▇▇▇▇▇ ▇▇▇▇▇▇United States, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Indenture, as supplemented, Notes in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree agrees that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, Issuer in the manner provided by the this Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee Issuer of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus 13.03 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 13.03 or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Sources: Indenture
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of any court the Supreme Court of the State of New York or any and the United States federal court District Court for the Southern District of New York, in each case sitting in the Borough borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Manhattan and any appellate court courts from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, ;
(b) consents that any objection to any suit, action, such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that final, non-appealable judgment service of process in any such suit, action or proceeding brought may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in the Loan Agreement or at such other address of which the Secured Party shall have been notified pursuant thereto;
(d) agrees that nothing herein shall (i) affect the right of the Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of the Secured Party to commence proceedings against or otherwise ▇▇▇ the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Law; and
(e) agrees that judgment against it in any such action or proceeding shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or without the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in by suit on the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit judgment or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Security Agreement (Mbia Inc)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Pledgor irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit to the non-exclusive jurisdiction its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any court of the State of New York or any United States federal court sitting judgment in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any respect thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by lawnonexclusive general jurisdiction of (i) the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America in and for the Southern District of New York, (iii) any objection to other federal court of competent jurisdiction in any suit, action, other jurisdiction where it or any of its property may be found and (iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that final, non-appealable judgment service of process in any such suit, action or proceeding brought may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Pledgor at its address specified in Section 8.03 (Notices) or at such other address of which the Collateral Agent shall have been notified pursuant thereto or to the address of any process agent appointed by the Pledgor hereunder;
(d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of the Collateral Agent or any other Secured Party to commence proceedings against or otherwise sue the Pledgor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws;
(e) agrees that judgment against it in any such action or proceeding shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or without the jurisdiction U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the Issuer or fact and amount of the Trustee is subject by a suit upon such judgment, as the case may bePledgor’s obligation; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.and
(bf) The Issuer hereby irrevocably (i) designates and appoints and empowers C T Corporation System (the New York branch of Banco do Brasil S.A., located “Process Agent”) with an office on the date hereof at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and receive on behalf of itself and its property, service property services of copies of the summons and complaint and any and all legal process, summons, notices and documents other process which may be served in any such suit, action or proceeding in arising out of or relating to this Agreement, (ii) if for any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of reason the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree shall cease to act as such, with the powers Pledgor agrees to designate a new agent in New York City on the terms and for the purposes specified in of this subsection. The Issuer irrevocably consents and Section 8.14(f) reasonably satisfactory to DOE, (iii) agrees that such service which may be made by mailing or delivering a copy of such process to the service of any and all legal process, summons, notices and documents out of any Pledgor in care of the aforesaid courts in any such action, suit or proceeding by hand delivery to it Process Agent at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its the Process Agent. Service upon ’s above address and (iv) authorizes and directs the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of accept such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonon its behalf.
Appears in 1 contract
Submission to Jurisdiction, Etc. (a) The Issuer Each of the parties hereto hereby irrevocably and the Trustee irrevocably submit unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in City, County and State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such Federal court. The Issuer Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Trustee judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.
(a) THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(b) Each of the parties hereto irrevocably waiveand unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, in such courts whether on the grounds defense of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court forum to the jurisdiction maintenance of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereofsuch court.THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, which service may be made on such designeeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, appointee and agent in accordance with legal procedures prescribed for such courtsANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (a) OF THIS SECTION 9.14. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reasonEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, the Issuer will promptly and irrevocably designate a new Process Agent within New YorkTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonTHE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
Appears in 1 contract
Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough City of ManhattanNew York, New York, United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Indenture, the Notes or any of the other Transaction Documents (other than the Insurance Policy and the Issuer Consent Agreement), to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture in such courts whether on the grounds of venue residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final judgment in any such suit action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or any other Transaction Documents in the courts of any jurisdiction.
(b) The Issuer hereby irrevocably appoints and empowers CT Corporation System, located at I I I ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York state court or United States federal court sitting in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes purpose specified in this subsectionsubsection (b). The Issuer irrevocably consents and agrees to the service of and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery delivery, to it at its address set forth in this Section 11.13 of this Subordination Nucleus 14.3 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 14.3 or to its Process Agent. Service upon the Issuer or a the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any the Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the courts of the State of New York or any United States federal court sitting in and for the Borough County of ManhattanNew York; (v) the courts of Washington, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, D.C.; and any (vi) appellate court courts from any thereof. The Issuer and of the Trustee irrevocably waive, to the fullest extent permitted by law, foregoing;
(b) consents that any objection to any suit, action, such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that finalnothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, non-appealable and to the extent, permitted by the Applicable Laws; and
(d) agrees that judgment against it in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Loan Guarantee Agreement (PACIFIC GAS & ELECTRIC Co)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Sponsor Entity and the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the State foregoing;
(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) solely with respect to the Sponsor Entities, (i) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any United States federal court sitting such proceeding; (ii) agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it and (iii) shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect without reservation until at least six months after the Borough Maturity Date;
(d) agrees that nothing herein shall (i) affect the right of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from Secured Party to effect service of process in any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent other manner permitted by law, or (ii) limit the right of any objection Secured Party to commence proceedings against or otherwise sue the Sponsor Entities, the Borrower Entities or any suitother Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, actionand to the extent, or proceeding permitted by the Applicable Laws; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and the failure of any Process Agent to give any notice amount of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Entity’s and/or Sponsor Entity’s obligation.
Appears in 1 contract
Sources: Sponsor Support and Subordination Agreement (Li-Cycle Holdings Corp.)
Submission to Jurisdiction, Etc. (a) The Issuer Unibanco and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal Federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Indenture, the Notes or any of the other Transaction Documents to which each is or is to be a party, or for recognition or enforcement of any judgment, and Unibanco and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court . The Issuer Unibanco and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer Unibanco and the Trustee agree that final, non-appealable final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the other manner provided by the law. Nothing in this Indenture, the Notes or any other Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the TrusteeNotes or any other Transaction Document in the courts of any jurisdiction.
(b) The Issuer Unibanco hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A.Unibanco, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, behalf and on behalf of its property, property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Federal court sitting in the State of New York in the Borough of Manhattan ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer Unibanco will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer Unibanco will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Issuer Unibanco irrevocably consents and agrees to the service of and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery delivery, to it at its address set forth in this Section 11.13 of this Subordination Nucleus 14.4 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 14.4 or to its Process Agent. Service upon Unibanco or the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any the Process Agent to give any notice of such service to the Issuer Unibanco shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Grantor irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit to the non-exclusive jurisdiction its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any court of the State of New York or any United States federal court sitting judgment in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any respect thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by lawnonexclusive general jurisdiction of (i) the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America in and for the Southern District of New York, (iii) any objection to other federal court of competent jurisdiction in any suit, action, other jurisdiction where it or any of its property may be found and (iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that final, non-appealable judgment service of process in any such suit, action or proceeding brought may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address specified in the Accounts Agreement or at such other address of which the Collateral Agent shall have been notified pursuant thereto or to the address of any process agent appointed by such Person in accordance with the Financing Documents;
(d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of Collateral Agent or any other Secured Party to commence proceedings against or otherwise sue such Grantor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and
(e) agrees that judgment against it in any such action or proceeding shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or without the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and the failure of any Process Agent to give any notice amount of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonGrantor’s obligation.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Entity irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York; (iii) any other federal court of the State of New York competent jurisdiction in any other jurisdiction where it or any United States federal court sitting of its property may be found; and (iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding may be brought in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇or removed to such courts, and waives any appellate court from objection, or right to stay or dismiss any thereof. The Issuer and the Trustee irrevocably waiveaction or proceeding, that it may now or hereafter have to the fullest extent venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) [reserved];
(d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law, or (ii) limit the right of any objection Secured Party to commence proceedings against or otherwise sue the Borrower Entities or any suitother Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, actionand to the extent, or proceeding permitted by the Applicable Laws; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Entity’s obligation.
Appears in 1 contract
Sources: Loan Arrangement and Reimbursement Agreement (Li-Cycle Holdings Corp.)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of: (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the courts of the State of New York or any United States federal court sitting in New York County; (v) the Borough courts of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, the District of Columbia and any (vi) appellate court courts from any thereof. The Issuer and of the Trustee irrevocably waive, to the fullest extent permitted by law, foregoing;
(b) consents that any objection to any suit, action, such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree that finalsame;
(c) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York, non-appealable judgment with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such suitproceeding. The Borrower agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. The Borrower shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while the Borrower is obligated under this Agreement;
(d) agrees that nothing herein shall: (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one (1) or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and
(e) agrees that judgment against it in any such action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Loan Guarantee Agreement (Eos Energy Enterprises, Inc.)
Submission to Jurisdiction, Etc. (a) The Issuer Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Trustee Luxembourg Paying Agent irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal Federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof, in any suit, action or proceeding arising out of this Indenture or the Notes or the Guaranty to which each is or is to be a party, or for recognition or enforcement of any judgment, and the Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Luxembourg Paying Agent hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court . The Issuer Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Trustee Luxembourg Paying Agent irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Trustee Luxembourg Paying Agent agree that final, non-appealable final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the other manner provided by the law. Nothing in this Indenture, the Notes or the TrusteeGuaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or the Guaranty in the courts of any jurisdiction.
(b) The Each of the Issuer and the Guarantor hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A.CT Corporation System, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, behalf and on behalf of its property, property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Federal court sitting in the State of New York in the Borough of Manhattan ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Each of the Issuer and the Guarantor irrevocably consents and agrees to the service of and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery delivery, to it at its address set forth in this Section 11.13 of this Subordination Nucleus 14.4 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 14.4 or to its Process Agent. Service upon the Issuer Issuer, the Guarantor or a the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any the Process Agent to give any notice of such service to the Issuer or the Guarantor shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
(c) Each of the Principal Paying Agent, and the Luxembourg Paying Agent hereby irrevocably appoints and empowers the Trustee as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Federal court sitting in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Principal Paying Agent and the Luxembourg Paying Agent will take any and all action necessary to continue such designation in full force and effect and to advise the Issuer and the Guarantor of any change of address of such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Principal Paying Agent and the Luxembourg Paying Agent will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection (c). Each of the Principal Paying Agent and the Luxembourg Paying Agent irrevocably consents and agrees to the service and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address set forth in Section 14.4 or to any other address of which it shall have given notice pursuant to Section 14.4 or to its Process Agent. Service upon the Principal Paying Agent and the Luxembourg Paying Agent or the Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of the Process Agent to give any notice of such service to the Principal Paying Agent and the Luxembourg Paying Agent shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Sources: Indenture (CSN Islands IX Corp.)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Entity irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of:
(i) the courts of the United States for the District of Columbia;
(ii) the courts of the United States in and for the Southern District of New York in New York County;
(iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found;
(iv) the state courts of the District of Columbia and New York County; and
(v) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any United States federal court sitting such proceeding. Each Borrower Entity agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. Each Borrower Entity shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while such Person is obligated under this Agreement;
(d) agrees that nothing herein shall:
(i) affect the Borough right of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from Secured Party to effect service of process in any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent other manner permitted by law; or
(ii) limit the right of any Secured Party to commence proceedings against or otherwise sue any Borrower Entity or any other Person in any other court of competent jurisdiction, nor shall the commencement of proceedings in any objection one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to any suitthe extent, action, or proceeding permitted by the Applicable Laws; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the Issuer or fact and amount of the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ Support Obligations. 63 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept Pass – Affiliate Suport,Share Retention and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.Subordinatiom Agreement
Appears in 1 contract
Sources: Affiliate Support, Share Retention and Subordination Agreement (Lithium Americas Corp.)
Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough City of ManhattanNew York, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇United States, and any appellate court from any thereof, in any suit, action or proceeding arising out of the Transaction Documents, or for recognition or enforcement of any judgment, and the Issuer and the Trustee hereby irrevocably and unconditionally agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such federal court. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in other jurisdictions by suit on the judgment or in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the other manner provided by law. Nothing in the Indenture, Transaction Documents shall affect any right that any party may otherwise have to bring any action or proceeding relating to the TrusteeTransaction Documents in the courts of any jurisdiction.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A.JPMorgan Chase Bank, N.A., located at ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, behalf and on behalf of its property, property service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State state court or United States federal court sitting in the State of New York in the Borough of Manhattan ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Issuer irrevocably consents and agrees to the service of and any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery delivery, to it at its address set forth in this Section 11.13 of this Subordination Nucleus 13.03 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.to
Appears in 1 contract
Sources: Indenture (Telefonica Del Peru Saa)
Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, this Indenture in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, Issuer or the Trustee in the manner provided by the this Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil Bradesco S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇/▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent agent, and the Trustee hereby irrevocably appoints and empowers The Bank of New York, located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Corporate Trust Department) as its authorized agent, (each a "Process Agent”") to accept and acknowledge for and on its their behalf, and on behalf of its their property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer and the Trustee will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee Issuer or the Trustee, as applicable, of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer or the Trustee, as applicable, will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus 15.3 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 15.3 or to its Process Agent. Service upon the Issuer or the Trustee or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer or the Trustee, as applicable, shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Sources: Indenture (Bank Bradesco)
Submission to Jurisdiction, Etc. (a) The Issuer and Company irrevocably agrees that any legal suit, action or proceeding brought by any party to this Agreement or by any person who controls any such party arising out of or based upon this Agreement or the Trustee irrevocably submit to transactions contemplated hereby may be instituted in the non-exclusive jurisdiction federal courts of any court the United States or the courts of the State of New York or any United States federal court sitting York, in each case located in the Borough of ManhattanManhattan in the City of New York (the “Specified Courts”) and irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding. The Company hereby irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Company has appointed Banco Bradesco S.A., New York branch, located at ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, /▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Authorized Agent”) upon whom process may be served in any action based on this Agreement which may be instituted in any U.S. federal or state court in New York City by any party to accept this Agreement and acknowledge expressly accepts the jurisdiction of any such court in respect of any such action. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for and on its behalfservice of process, and on behalf of its propertyagrees to take any and all action, service including the filing of any and all legal processdocuments and instruments, summons, notices and documents which that may be served necessary to continue such appointment in full force and effect for a period of 12 years from the date of this Agreement. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. In addition, the Company irrevocably consents to the service of any process in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should Specified Courts by the delivery or mailing of such Process Agent become unavailable for this purpose for any reason, process to the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes Company at its address specified in this subsectionAgreement and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to ▇▇▇ in any other jurisdiction. The Issuer Company also irrevocably consents and agrees submits to the service non-exclusive jurisdiction of any and all legal process, summons, notices and documents out of any of the aforesaid courts competent court in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process AgentBrazil. Service upon the Issuer or a Process Agent as provided for herein willThe Company irrevocably waives, to the fullest extent permitted by applicable law, constitute valid all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and effective personal service upon after judgment) and execution to which it might otherwise be entitled and the failure of will not raise or claim or cause to be pleaded any Process Agent to give such immunity in connection with any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any suit, action or proceeding arising out of or based thereonupon this Agreement, including, without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended. THE COMPANY AND THE INITIAL PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Sponsor Entity and the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of:
(i) the courts of the United States for the District of Columbia;
(ii) the courts of the United States in and for the Southern District of New York;
(iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and
(iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereofsuch proceeding. The Issuer Each Sponsor Entity and the Trustee irrevocably waiveBorrower agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. Each Sponsor Entity and the fullest extent Borrower shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while such Person is obligated under this Agreement;
(d) agrees that nothing herein shall: (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue a Sponsor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one (1) or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, any objection and to any suitthe extent, action, or proceeding permitted by the Applicable Law; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonSponsor’s obligation.
Appears in 1 contract
Sources: Sponsor Support, Share Retention and Subordination Agreement (Ioneer LTD)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Entity irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the State foregoing;
(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(i) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the state of New York York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any United States federal court sitting such proceeding; (ii) agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇every respect to be effective personal service upon it, and (iii) shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while such Borrower Entity is obligated under this Agreement;
(d) agrees that nothing herein shall (i) affect the right of any appellate court from Secured Party to effect service of process in any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent other manner permitted by law, or (ii) limit the right of any objection Secured Party to commence proceedings against or otherwise sue the Borrower Entities or any suitother Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, actionand to the extent, or proceeding permitted by the Applicable Laws; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower Entity’s obligation.
Appears in 1 contract
Sources: Loan Arrangement and Reimbursement and Sponsor Support Agreement (Rivian Automotive, Inc. / DE)
Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit submits to the non-exclusive jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇The City of New York, ▇▇▇ ▇▇▇▇New York, ▇▇▇▇▇▇ ▇▇▇▇▇▇United States, and any appellate court from any thereof. The Issuer and the Trustee irrevocably waivewaives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture or the Indenture, as supplemented, Notes in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree agrees that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, Issuer in the manner provided by the this Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil Bradesco S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇/▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee Issuer of any change of address of the such Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsectionsubsection (b). The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus 13.3 or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus 13.3 or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.
Appears in 1 contract
Sources: Indenture
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Loan Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of any court the Supreme Court of the State of New York or any and the United States federal court District Court for the Southern District of New York, in each case sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court courts from any thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by law, ;
(b) consents that any objection to any suit, action, such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that final, non-appealable judgment service of process in any such suit, action or proceeding brought may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in Section 9.2 or at such other address of which the Lender shall have been notified pursuant thereto;
(d) agrees that nothing herein shall (i) affect the right of the Lender to effect service of process in any other manner permitted by law or (ii) limit the right of the Lender to commence proceedings against or otherwise ▇▇▇ the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Law; and
(e) agrees that judgment against it in any such action or proceeding shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or without the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in by suit on the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit judgment or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Loan Agreement (Mbia Inc)
Submission to Jurisdiction, Etc. (a) The Issuer and the Trustee irrevocably submit Each party hereby submits to the non-exclusive jurisdiction of any court of the State of U.S. federal and New York or any United States federal court state courts sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇City of New York (collectively, ▇▇▇ ▇▇▇▇the “Specified Courts”), ▇▇▇▇▇▇ ▇▇▇▇▇▇, and in any appellate court from any thereofsuit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Issuer parties hereby irrevocably and the Trustee irrevocably waive, to the fullest extent permitted by law, unconditionally waive any objection to the laying of venue of any suitlawsuit, action, action or other proceeding that may be brought in connection with the Indenture, as supplemented, in such courts whether on the grounds of venuecourts, residence and hereby further irrevocably and unconditionally waive and agree not to plead or domicile or on the ground claim in any such court that any such suitlawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Issuer Company irrevocably designates and the Trustee agree that finalappoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, non-appealable judgment in any such suitM.D., action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A.Ph.D., located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (in the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent by certified or registered mail, or by personal delivery by Federal Express, to such authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of three (3) years from the date of this Agreement. With respect to any legal suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents arising out of any of or based upon this Agreement or the aforesaid courts in any such actiontransactions contemplated hereby (a “Related Proceeding”), suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein willeach party irrevocably waives, to the fullest extent permitted by applicable law, constitute valid all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and effective personal service upon after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and the failure with respect to any judgment of any Process Agent such court (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to give be pleaded any notice such immunity at or in respect of any such service Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the Issuer shall not impair or affect in any way the validity United States Foreign Sovereign Immunities Act of such service or any judgment rendered in any action or proceeding based thereon1976, as amended.
Appears in 1 contract
Sources: At the Market Sales Agreement (Oncolytics Biotech Inc)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; (iv) the courts of the State of New York or any United States federal court sitting in and for the Borough County of ManhattanNew York; (v) the courts of Washington, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, D.C.; and any (vi) appellate court courts from any thereof. The Issuer and of the Trustee irrevocably waive, to the fullest extent permitted by law, foregoing;
(b) consents that any objection to any suit, action, such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that finalnothing herein shall (i) affect the right of any Guaranteed Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Guaranteed Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, non-appealable and to the extent, permitted by the Applicable Laws; and
(d) agrees that judgment against it in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Loan Guarantee Agreement (AEP Transmission Company, LLC)
Submission to Jurisdiction, Etc. (a) The Issuer Each of the parties hereto hereby irrevocably and the Trustee irrevocably submit unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in City, County and State of New York or any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such Federal court. The Issuer Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Trustee judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(b) Each of the parties hereto irrevocably waiveand unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with the Indenture, as supplemented, in such courts whether on the grounds defense of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court forum to the jurisdiction maintenance of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereofsuch courtTHE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, which service may be made on such designeeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, appointee and agent in accordance with legal procedures prescribed for such courtsANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (a) OF THIS SECTION 9.14. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reasonEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, the Issuer will promptly and irrevocably designate a new Process Agent within New YorkTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and effective personal service upon it and the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonTHE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Borrower Party irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York sitting in New York County; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) the courts of the State of New York or any United States federal court sitting in and for the Borough County of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York; (v) the courts of Washington D.C.; and any (vi) appellate court courts from any thereof. The Issuer and of the Trustee irrevocably waive, to the fullest extent permitted by law, foregoing;
(b) consents that any objection to any suit, action, such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.same;
(bc) The Issuer hereby confirms that it has irrevocably appoints designated and empowers appointed CT Corporation System with an office on the New York branch of Banco do Brasil S.A., located date hereof at ▇▇2▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of process under this Agreement and any and all other Financing Document to which it is a party, with respect to any legal process, writ, judgment, summons, notices notice and documents which document that may be served in any such suit, action or proceeding in arising out of this Agreement or any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courtsother Financing Document. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and It agrees to the that service of any and all legal process, summonswrit, notices judgment, summons or other notice of legal process upon said agent shall be deemed and documents out of any of the aforesaid courts held in any such action, suit or proceeding by hand delivery every respect to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent as provided for herein will, to the fullest extent permitted by law, constitute valid and be effective personal service upon it. It shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while it and is obligated under this Agreement;
(d) agrees that nothing herein shall: (i) affect the failure right of any Process Agent Secured Party to give effect service of process in any notice other manner permitted by law; or (ii) limit the right of such service any Secured Party to commence proceedings against or otherwise sue the Borrower Party or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the Issuer shall not impair or affect extent, permitted by the Applicable Laws; and
(e) agrees that judgment against it in any way the validity of such service or any judgment rendered in any action or proceeding based thereonshall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of the Borrower Party’s obligation.
Appears in 1 contract
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, the Borrower irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of: (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees to irrevocably designate and appoint an agent satisfactory to DOE for service of process in New York under this Agreement and any other Financing Document governed by the laws of the State of New York York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any United States federal court sitting in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereofsuch proceeding. The Issuer Borrower agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it. The Borrower shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while the Trustee irrevocably waive, Borrower is obligated under this Agreement;
(d) agrees that nothing herein shall: (i) affect the right of any Secured Party to the fullest extent effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one (1) or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, any objection and to any suitthe extent, action, or proceeding permitted by the Applicable Laws; and
(e) agrees that may be brought judgment against it in connection with the Indenture, as supplemented, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Trustee agree that final, non-appealable judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or outside the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and amount of the failure of any Process Agent to give any notice of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonBorrower’s obligation.
Appears in 1 contract
Sources: Loan Arrangement and Reimbursement Agreement (Ioneer LTD)
Submission to Jurisdiction, Etc. By execution and delivery of this Agreement, each Grantor irrevocably and unconditionally:
(a) The Issuer submits for itself and the Trustee irrevocably submit to the non-exclusive jurisdiction its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Financing Document, or for recognition and enforcement of any court of the State of New York or any United States federal court sitting judgment in the Borough of Manhattan, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any respect thereof. The Issuer and the Trustee irrevocably waive, to the fullest extent permitted by lawnonexclusive general jurisdiction of (i) the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America in and for the Southern District of New York, (iii) any objection to other federal court of competent jurisdiction in any suit, action, other jurisdiction where it or any of its property may be found and (iv) appellate courts from any of the foregoing;
(b) consents that any such action or proceeding that may be brought in connection with or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the Indenture, as supplemented, in such courts whether on the grounds venue of venue, residence or domicile or on the ground that any such suit, action or proceeding has been in any such court or that such action or proceeding was brought in an inconvenient forum. The Issuer court and agrees not to plead or claim the Trustee agree same;
(c) agrees that final, non-appealable judgment service of process in any such suit, action or proceeding brought may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor, as applicable, at such Grantor’s address specified in Section 6.03 (Notices) or at such other address of which the Collateral Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law or (ii) limit the right of Collateral Agent or any other Secured Party to commence proceedings against or otherwise sue such Grantor or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and
(e) agrees that judgment against it in any such action or proceeding shall be conclusive and binding upon the Issuer or the Trustee, as the case may be, and may be enforced in any court to other jurisdiction within or without the jurisdiction of which U.S. by suit on the Issuer judgment or the Trustee is subject by a suit upon such judgment, as the case may be; provided, that service of process is effected upon the Issuer, in the manner provided by the Indenture, or the Trustee.
(b) The Issuer hereby irrevocably appoints and empowers the New York branch of Banco do Brasil S.A., located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalf, and on behalf of its property, service of any and all legal process, summons, notices and documents which may be served in any such suit, action or proceeding in any New York State court or United States federal court sitting in the State of New York in the Borough of Manhattan and any appellate court from any thereof, which service may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. The Issuer will take any and all action necessary to continue such designation in full force and effect and to advise the Trustee of any change of address of the Process Agent; should such Process Agent become unavailable for this purpose for any reason, the Issuer will promptly and irrevocably designate a new Process Agent within New York, New York, which will agree to act as such, with the powers and for the purposes specified in this subsection. The Issuer irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by hand delivery to it at its address set forth in this Section 11.13 of this Subordination Nucleus or to any other address of which it shall have given notice pursuant to this Section 11.13 of this Subordination Nucleus or to its Process Agent. Service upon the Issuer or a Process Agent otherwise as provided for herein will, to the fullest extent permitted by law, constitute valid a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and effective personal service upon it and the failure of any Process Agent to give any notice amount of such service to the Issuer shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereonGrantor’s obligation.
Appears in 1 contract
Sources: Collateral Agency and Accounts Agreement (Li-Cycle Holdings Corp.)