Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Agreement, 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 shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction; (b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01; (d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 3 contracts
Sources: First Lien Pari Passu Intercreditor Agreement (Sotera Health Co), First Lien Pari Passu Intercreditor Agreement (Sotera Health Co), First Lien Pari Passu Intercreditor Agreement (Sotera Health Topco, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this AgreementAgreement and the Credit Agreement Collateral Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Agreement Collateral Documents shall affect any right that any Representative representative may otherwise have to bring any action or proceeding relating to any Secured Credit Loan Document against any Grantor Guarantor or its respective properties in the courts of any jurisdiction;
(b) 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 and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company Borrower hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 3 contracts
Sources: First Lien Intercreditor Agreement (Clear Channel Outdoor Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.), Second Lien Credit Agreement (Post Holdings, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Secured Party) to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Grocery Outlet Holding Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to which it is a party to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and or the courts of the United States District Court of for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, courts and waives (to the extent permitted by applicable law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or at its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and the Company hereby accepts such designation and appointmentto commence legal proceedings or otherwise proceed against Holdings or a Borrower or any other Credit Party in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.), First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, Each of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for itself recognition and enforcement of any judgment in respect hereof brought by another party hereto or its property, to the exclusive jurisdiction of the Supreme Court of successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York County or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b). Each of Terra and of the United States District Court of the Southern District of New YorkLycos hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law that (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Terra Networks Sa), Agreement and Plan of Reorganization (Lycos Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this AgreementAgreement and the Credit Agreement Collateral Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Agreement Collateral Documents shall affect any right that any Representative representative may otherwise have to bring any action or proceeding relating to any Secured Credit Loan Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company either Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company such Borrower hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 2 contracts
Sources: Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Second Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to which it is a party to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and or the courts of the United States District Court of for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, courts and waives (to the extent permitted by applicable law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or at its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and to commence legal proceedings or otherwise proceed against the Company hereby accepts such designation and appointmentBorrower or any other Credit Party in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each party heretohereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Passu Secured Parties of the Series for which whom it is acting, ) irrevocably and unconditionally:
(a) unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or federal court of the United States District Court of America sitting in the Southern District Borough of Manhattan, in the City of New York, and York (or any appellate court from any thereoftherefrom), in any action or proceeding arising out of or relating to this Agreement, or for recognition or and enforcement of any judgmentjudgment rendered in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;.
(b) Each party hereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which 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 in any court referred to in paragraph (a) of this SectionNew York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;.
(c) agrees that Each party hereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting) irrevocably consents to the service of process in the manner provided for notices in Section 5.01. Nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to effect service of process in any such action or proceeding may be effected other manner permitted by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;law.
(d) as it relates to any GrantorTo the extent permitted by applicable law, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalfno party hereto shall assert, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company each party hereto hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by lawany claim against any other party hereto, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, indirect, exemplary, punitive or consequential damages. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Dayforce, Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Pari Passu-Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Pari Passu-Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court of courts the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Pari Passu-Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Pari Passu-Lien Secured Party) to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 2 contracts
Sources: Supplemental Indenture (Centrus Energy Corp), Pari Passu Lien Intercreditor Agreement (Centrus Energy Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of itself any judgment in respect hereof brought by another party hereto or its successors or assigns shall be brought in the Court of Chancery in the State of Delaware to the fullest extent permitted by Applicable Law and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of extent not so permitted, in any court sitting in 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, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgmentDelaware, and each of the parties hereto hereby (x) irrevocably and unconditionally agrees that all claims in respect of submits with regard to any such action or proceeding shall be heard for itself and determined in such New York State orrespect to its property, generally and unconditionally, to the extent permitted by law, in such Federal court. Each exclusive personal jurisdiction of the parties hereto aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that a final judgment it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or proceeding shall be conclusive and may be enforced made by delivery of process in other jurisdictions by suit on accordance with the judgment or notice provisions contained in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this SectionSection 10.2. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.13, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by lawApplicable Law that (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form the State of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any GrantorDelaware, such Grantor designatesparty hereby appoints National Registered Agents, appoints and empowers Inc., 9 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as such party’s agent in the Company as its designee, appointee and agent to receive, accept and acknowledge State of Delaware for and on its behalf, and in respect acceptance of its property, service of any and all legal process, summons, notices and documents agrees that may be service made on such agent shall have the same legal effect as if served in any upon such action or proceeding and party personally within the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagesState of Delaware.
Appears in 1 contract
Sources: Merger Agreement (Improvenet Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and the Borough of the United States District Court of the Southern District of New YorkManhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement and the Collateral Documents, 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 shall may (and any such claims, cross-claims or third party claims brought against any representative or any of its Related Parties (as such term is defined in the First Lien Credit Agreement) may only) be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Collateral Documents shall affect any right that any Representative representative or any Secured Party may otherwise have to bring any action or proceeding relating to any Secured Credit Document this Agreement and/or the Collateral Documents against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 and/or the Collateral Documents in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at in the address set forth manner provided for notices in Section 5.018.11;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company Borrower hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 8.14 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Indenture (Chart Industries Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent, on behalf of itself and, as applicable, and the First Lien Pari Debt Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Pari Debt Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting located in New York County and The Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized RepresentativeCollateral Agent) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Pari Debt Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Pari Debt Secured Party) to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series Parent and the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for which it is actingrecognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of Delaware, and each of the Parent and the Company thereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York sitting Delaware. Any service of process to be made in New York County and such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 8.5. Each of the United States District Court of Parent and the Southern District of New YorkCompany hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named court for any reason other than the failure to serve process in accordance with this Section 8.15 that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplication law the (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, hereto hereby irrevocably and unconditionally:
(ai) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and York, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(ii) consents that all claims in respect of any such action or proceeding shall be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or party at its Authorized Representative) at the address set forth referred to in Section 5.017.01 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;
(div) as it relates agrees that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by applicable law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of the Collateral Agent or any other Secured Party to ▇▇▇ in any other jurisdiction; and
(ev) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 7.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Indenture (MICROSTRATEGY Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretohereto including each Collateral Agent, on behalf of itself and, as applicable, and the First Lien Equal Priority Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, submits to the non-exclusive jurisdiction of the Supreme Court of the State of any New York State or federal court, in each case, sitting in New York County and the Borough of the United States District Court of the Southern District Manhattan, The City of New York, and over any appellate court from any thereofsuit, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State oragrees, 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 suit, action or proceeding brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of the United States of America or the State of New York (or any jurisdictionother courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment;
(b) waives, to the fullest extent permitted by applicable law, waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it may legally and effectively do sois not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement brought in any such court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waivesand any claim that any such suit, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtcourt has been brought in an inconvenient forum;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered registered, certified, priority or certified express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 5.01 or at such other address of which such Person shall then have been notified pursuant to said Section and agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or its Authorized Representativeproceeding and (ii) at shall, to the address set forth in Section 5.01;fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it and agrees that notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service; and
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Equal Priority Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointment; and
right of any party hereto (eor any Equal Priority Secured Party) waives, to bring proceedings in the maximum extent not prohibited by law, courts of any right it may have appropriate jurisdiction or to claim or recover enforce in any legal action or proceeding referred to lawful manner a judgment obtained in this Section 5.08 one jurisdiction in any special, exemplary, punitive or consequential damagesother jurisdiction.
Appears in 1 contract
Sources: Equal Priority Intercreditor Agreement (Velocity Financial, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoAuthorized Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the First Lien Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in the County of New York County and York, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth referred to in Section 5.013.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action or proceeding and the Company hereby accepts such designation and appointmentother manner permitted by law; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 3.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoSubject to Section 12.16, on behalf of itself and, as applicable, the First Lien Secured Parties each of the Series parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for which it is acting, irrevocably recognition and unconditionally:
(a) submits, for itself enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns shall be brought and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York determined exclusively in any state court or Federal court sitting in New York County and of the United States District Court of the Southern District of New YorkCastle County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, Delaware and each of the parties hereto hereby (i) irrevocably and unconditionally agrees that all claims in respect of submits with regard to any such action or proceeding shall be heard for itself and determined in such New York State orrespect to its property, generally and unconditionally, to the extent permitted by law, in such Federal court. Each exclusive personal jurisdiction of the parties hereto agrees that a final judgment aforesaid courts in the event any such action dispute arises out 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 relates to this Agreement or the Secured Credit Documents shall affect any right transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Representative may otherwise have to such court and (iii) agrees that it will not bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 transaction contemplated hereby in any court referred other than any state court or Federal court sitting in New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in paragraph (a) New Castle County, Delaware. Any writs, process or summonses to be served on any other party in such action or proceeding may be made by delivery of this Sectionprocess in accordance with the notice provisions contained in Section 12.2 or as otherwise permitted by Law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 12.8, (iii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by lawLaw that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Business Combination Agreement (Platform Specialty Products Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any U.S. Federal or New York State court sitting in New York County and the Borough of the United States District Court of the Southern District of Manhattan, New York, and any appellate court from any thereof, New York in any action or proceeding arising out of or relating to this AgreementAgreement and the Secured Credit Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the any other Secured Credit Documents Document shall affect any right that any Representative party hereto (or any Secured Party) may otherwise have to bring any action or proceeding relating to this Agreement or any other Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 and/or the Secured Credit Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) to the extent permitted by law, hereby irrevocably waives personal service of any and all process upon it and agrees that all such service of process in any such action or proceeding may be effected by mailing a copy thereof made by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested) directed to such Person (or it at its Authorized Representative) at the address set forth for notices as provided in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series parties irrevocably agrees that any action, proceeding or claim with respect to this Agreement or for which it is acting, irrevocably recognition and unconditionally:
(a) submits, for itself enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns shall be brought and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York determined exclusively in any state court or Federal court 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, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, New York and each of the parties hereto hereby (i) irrevocably submits with regard to any such action, proceeding or claim for itself and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard to its property, generally and determined in such New York State orunconditionally, to the extent permitted by law, in such Federal court. Each exclusive personal jurisdiction of the parties hereto agrees that a final judgment aforesaid courts in the event any such action dispute arises out 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 relates to of this Agreement or the Secured Credit Documents shall affect any right transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Representative may otherwise have to such court and (iii) agrees that it will not bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 transaction contemplated hereby in any court referred other than any state court or Federal court sitting in New York, New York. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any judgment of any state court or Federal court sitting in paragraph (a) New York, New York. Any writs, process or summonses to be served on any other party in such action or proceeding may be made by delivery of this Sectionprocess in accordance with the notice provisions contained in Section 10.1 or as otherwise permitted by applicable law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.12 or (ii) to the fullest extent permitted by lawapplicable law that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of PRISA, Liberty and Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party heretohereto or its successors or assigns may be brought and determined in any tribunal sitting in the City of Madrid, on behalf Kingdom of itself andSpain, as applicableand each of PRISA, the First Lien Secured Parties of the Series for which it is acting, Liberty and Liberty Virginia hereby (i) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of the State of New York this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal other than a tribunal sitting in New York County the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.3. Each of PRISA, Liberty and of the United States District Court of the Southern District of New YorkLiberty Virginia hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (i) the defense of sovereign immunity, (ii) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (biv) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Business Combination Agreement
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting in the borough of Manhattan in New York County and City, the courts of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, 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 shall be heard and determined in such New York State orcourts, to the extent permitted by lawsuch courts would have subject matter jurisdiction with respect thereto, in such Federal court. Each of the parties hereto and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing law and (y) legal actions or proceedings in this Agreement connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or the Secured Credit Documents shall affect any right that any Representative such rights or remedies may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdictionbe exercised;
(b) waives, to the fullest extent it consents that any such action or proceeding may legally be brought in such courts and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt and waives any right to claim that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized RepresentativeCollateral Agent) at the address set forth referred to in Section 5.015.01 hereof;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action or proceeding and the Company hereby accepts such designation and appointmentother manner permitted by law; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of Parent and the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party heretohereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of Delaware, on behalf and each of itself and, as applicable, Parent and the First Lien Secured Parties of the Series for which it is acting, Company thereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York sitting Delaware. Any service of process to be made in New York County such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.4. Each of Parent and of the United States District Court of the Southern District of New YorkCompany hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named court for any reason other than the failure to serve process in accordance with this Section 12.13 that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bc) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law the (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Merger Agreement (GXS Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this AgreementAgreement and the Security Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Security Documents shall affect any right that any Representative representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor Guarantor (as defined in the applicable Secured Credit Document) or its respective properties in the courts of any jurisdiction;
(b) 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 and/or the Security Documents in any court referred to in paragraph (a) of this SectionSection 5.08. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages, other than any such right it may have to such claim or recovery in a manner contemplated by Section 9.04(b) of the Credit Agreement or the Bridge Facility Agreement, except, in each case, for loss or damage suffered by such party as a result of its own willful misconduct or gross negligence or as otherwise set forth therein as determined by a court of competent jurisdiction in a final, non-appealable judgment.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoExcept as otherwise provided in this Agreement, on behalf each Party irrevocably agrees that any legal action or Proceeding with respect to this Agreement or for recognition and enforcement of itself and, as applicable, any judgment in respect hereof brought by another Party or its successors or assigns shall be brought exclusively in the First Lien Secured Parties of the Series for which it is acting, irrevocably state and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court federal courts of the State of New York sitting in New York County and each of the United States District Court Parties hereby (x) irrevocably submits with regard to any such action or Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Southern District aforesaid courts in the event any dispute arises out of New Yorkthis Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 8.8. Each of the Parties hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 8.11, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, applicable laws and regulations that (i) the defense of action or Proceeding in any such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Second- Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Second-Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court of courts the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in and by execution and delivery of this Agreement, consents to the exclusive jurisdiction of those courts and agrees that it will not commence or support any such action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, in another jurisdiction;
(b) consents and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined brought in such New York State or, courts and irrevocably waives (to the extent permitted by applicable law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Second-Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action or proceeding and the Company hereby accepts such designation and appointmentother manner permitted by law; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Indenture (Option Care Health, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoThe Collateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Passu Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(aA) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Pari Passu Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and County, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof;
(B) to the fullest extent permitted under applicable law, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(cC) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth referred to in Section 5.01;
(dD) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such other manner permitted by law or shall limit the right of any party hereto (or any Pari Passu Secured Party) to bring any legal action or proceeding in any other jurisdiction for the recognition and enforcement of any judgment granted by the Company hereby accepts such designation and appointmentcourts referred to in clause (a) of this Section; and
(eE) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (L Brands, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Term Loan Debt Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Pari Term Loan Debt Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Pari Term Loan Debt Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Pari Term Loan Debt Secured Party) to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each Except as provided in Section 2.13(h), each party hereto, on behalf hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of itself any judgment in respect hereof brought by another party hereto or its successors or assigns shall be brought in the Court of Chancery in the State of Delaware to the fullest extent permitted by Applicable Law and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of extent not so permitted, in any court sitting in 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, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgmentDelaware, and each of the parties hereto hereby (x) irrevocably and unconditionally agrees that all claims in respect of submits with regard to any such action or proceeding shall be heard for itself and determined in such New York State orrespect to its property, generally and unconditionally, to the extent permitted by law, in such Federal court. Each exclusive personal jurisdiction of the parties hereto aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that a final judgment it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or proceeding shall be conclusive and may be enforced made by delivery of process in other jurisdictions by suit on accordance with the judgment or notice provisions contained in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this SectionSection 9.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.14, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by lawApplicable Law that (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form the State of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any GrantorDelaware, such Grantor designatesparty hereby appoints National Registered Agents, appoints and empowers Inc., 1▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as such party’s agent in the Company as its designee, appointee and agent to receive, accept and acknowledge State of Delaware for and on its behalf, and in respect acceptance of its property, service of any and all legal process, summons, notices and documents agrees that may be service made on such agent shall have the same legal effect as if served in any upon such action or proceeding and party personally within the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagesState of Delaware.
Appears in 1 contract
Sources: Merger Agreement (Pharmion Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First First-Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the First-Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in York, New York County and County, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in ;
(b) consents that any such action or proceeding arising out of may be brought in such courts and waives any objection that it may now or relating hereafter have to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect venue of any such action or proceeding shall be heard in any such court or that such action or proceeding was brought in an inconvenient court and determined in such New York State or, agrees not to plead or claim the extent permitted by law, in such Federal court. Each of the parties hereto same and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or it at its Authorized Representative) at the address set forth in Section 5.015.01 or at such other address of which the Credit Agreement Collateral Agent shall have been notified pursuant thereto;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First-Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Credit Agreement (Davita Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series Parties irrevocably agrees that any Action with respect to this Agreement or for which it is acting, irrevocably recognition and unconditionally:
(a) submits, for itself enforcement of any Judgment in respect hereof brought by another party hereto or its successors or permitted assigns shall be brought and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York determined exclusively in any state court or Federal court sitting in New York County and of the United States District Court of the Southern District of New YorkCastle County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, Delaware and each of the parties hereto hereby (i) irrevocably submits with regard to any such Action for itself and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard to its property, generally and determined in such New York State orunconditionally, to the extent permitted by law, in such Federal court. Each exclusive personal jurisdiction of the parties hereto agrees that a final judgment aforesaid courts in the event any such action dispute arises out 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 relates to of this Agreement or the Secured Credit Documents shall affect any right transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Representative may otherwise have to such court and (iii) agrees that it will not bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 transaction contemplated hereby in any court referred other than any state court or Federal court sitting in New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in paragraph (a) New Castle County, Delaware. Any writs, process or summonses to be served on any other party in such action or proceeding may be made by delivery of this Sectionprocess in accordance with the notice provisions contained in Section 10.2 or as otherwise permitted by Law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.8 or (ii) to the fullest extent permitted by lawLaw that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Business Combination Agreement (ROI Acquisition Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submitsEach of PRISA and Liberty irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal sitting in the City of Madrid, Kingdom of Spain, and each of PRISA and Liberty hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of the State of New York this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal sitting in New York County the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.3. Each of PRISA and of the United States District Court of the Southern District of New YorkLiberty hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (i) the defense of sovereign immunity, (ii) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) that all claims in respect it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding shall be conclusive is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;such courts.
(b) waivesLiberty hereby appoints Garrigues, to with offices on the fullest extent it date hereof as set forth in Section 12.3, as its authorized agent (the “Authorized Agent”), upon whom process may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of be served in any suit, action or proceeding arising out of or relating to this Agreement or any transaction contemplated by this Agreement that may be instituted in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth described in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages12.10(a).
Appears in 1 contract
Sources: Business Combination Agreement (Liberty Acquisition Holdings Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of Parent and the Stockholder irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party heretohereto or its successors or assigns shall be brought and determined only in a United States District Court sitting in the State of Delaware, on behalf of itself andor in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, as applicable, in the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting Delaware. Each of Parent and the Stockholder hereby irrevocably submits with regard to any such action or proceeding for itself and in New York County respect to its property, generally and unconditionally, to the personal jurisdiction of the United States District Court aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the Southern District notice provisions contained in Section 4.1. Each of New YorkParent and the Stockholder hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement of (i) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 4.8, (ii) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (biii) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Voting Agreement (Maxtor Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoThe Collateral Agent and each Senior Class Debt Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and County, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized RepresentativeCollateral Agent) at the address set forth referred to in Section 5.016.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any First Lien Secured Party) to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 6.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Intercreditor Agreement (Sabine Pass Tug Services, LLC)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State and County of New York sitting in New York County and York, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and agrees not to commence or support any such action or proceeding in any other jurisdiction;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action or proceeding and the Company hereby accepts such designation and appointmentother manner permitted by law; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, hereto hereby irrevocably and unconditionally:
(ai) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and York, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(ii) consents that all claims in respect of any such action or proceeding shall be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(ciii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or party at its Authorized Representative) at the address set forth referred to in Section 5.017.01 or at such other address of which the Notes Collateral Agent shall have been notified pursuant thereto;
(div) as it relates agrees that nothing herein shall affect the right of the Notes Collateral Agent or any other Secured Party to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by applicable law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of the Notes Collateral Agent or any other Secured Party to s▇▇ in any other jurisdiction; and
(ev) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 7.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Indenture (CPI Card Group Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this AgreementAgreement and the Credit Agreement Collateral Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Agreement Collateral Documents shall affect any right that any Representative representative may otherwise have to bring any action or proceeding relating to any Secured Credit Loan Document against any Grantor Guarantor or its respective properties in the courts of any jurisdiction;
(b) 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 and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company Holdings as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company Holdings hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages; provided that the foregoing waiver shall not apply to claims or recoveries resulting from a third party’s claim for special, exemplary, punitive or consequential damages in connection with which indemnity obligations of the Company are otherwise owing to the (i) Notes Collateral Agent pursuant to Section 7.07 of the Notes Indenture and (ii) the Credit Agreement Collateral Agent pursuant to Section 9.08 of the Credit Agreement.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoThe Collateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Passu Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Pari Passu Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and York, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person person (or its Authorized Representative) at the address set forth referred to in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Pari Passu Secured Party) to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Credit Agreement (Costar Group Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of Parent, Merger Sub, the Company, Z▇▇▇▇▇ and Trustee irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto, on behalf hereto or its successors or assigns shall be brought in the Court of itself Chancery in the State of Delaware to the fullest extent permitted by applicable law and, as applicableto the extent not so permitted, in any court sitting in the State of Delaware, and each of Parent, Merger Sub, the First Lien Secured Parties of the Series for which it is actingCompany, Z▇▇▇▇▇ and Trustee hereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the State aforesaid courts. Any service of New York sitting process to be made in New York County such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 11.3. Each of Parent, Merger Sub, the Company, Z▇▇▇▇▇ and of the United States District Court of the Southern District of New YorkTrustee hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 11.10, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law that (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Merger Agreement (Udate Com Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each party heretohereto (and in the case of the Collateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Passu Secured Parties of the Series for which whom it is acting, ) irrevocably and unconditionally:
(a) unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or federal court of the United States District Court of America sitting in the Southern District Borough of Manhattan, in the City of New York, and York (or any appellate court from any thereoftherefrom), in any action or proceeding arising out of or relating to this Agreement, or for recognition or and enforcement of any judgmentjudgment rendered in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;.
(b) Each party hereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which 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 in any court referred to in paragraph (a) of this SectionNew York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;.
(c) agrees that Each party hereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting) irrevocably consents to the service of process in the manner provided for notices in Section 6.01. Nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to effect service of process in any such action or proceeding may be effected other manner permitted by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;law.
(d) as it relates to any GrantorTo the extent permitted by applicable law, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalfno party hereto shall assert, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company each party hereto hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right claim against any other party hereto that it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 6.08 any special, indirect, exemplary, punitive or consequential damages. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (Mallinckrodt PLC)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of Parent, Merger Sub, the Company, ▇▇▇▇▇▇ and Trustee irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto, on behalf hereto or its successors or assigns shall be brought in the Court of itself Chancery in the State of Delaware to the fullest extent permitted by applicable law and, as applicableto the extent not so permitted, in any court sitting in the State of Delaware, and each of Parent, Merger Sub, the First Lien Secured Parties of the Series for which it is actingCompany, ▇▇▇▇▇▇ and Trustee hereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the State aforesaid courts. Any service of New York sitting process to be made in New York County such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 11.3. Each of Parent, Merger Sub, the Company, ▇▇▇▇▇▇ and of the United States District Court of the Southern District of New YorkTrustee hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 11.10, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law that (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Merger Agreement (Usa Interactive)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this AgreementAgreement and the Credit Agreement Collateral Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Agreement Collateral Documents shall affect any right that any Representative representative may otherwise have to bring any action or proceeding relating to any Secured Credit Loan Document against any Grantor Guarantor or its respective properties in the courts of any jurisdiction;
(b) 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 20 proceeding arising out of or relating to this Agreement and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company Borrower hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series Parent and the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for which it is actingrecognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of Delaware, and each of the Parent and the Company thereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York sitting Delaware. Any service of process to be made in New York County and such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 9.4. Each of the United States District Court of Parent and the Southern District of New YorkCompany hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named court for any reason other than the failure to serve process in accordance with this Section 9.14 that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bc) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplication law the (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoThe Applicable Authorized Representative and each other Authorized Representative, on behalf of itself and, as applicable, and the First Senior Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Senior Lien Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and York, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; US-DOCS\79710822.5
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth referred to in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Senior Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Senior Lien Secured Party) to s▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of Company and the Stockholder irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party heretohereto or its successors or assigns shall be brought and determined only in a United States District Court sitting in the State of Delaware, on behalf of itself andor in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, as applicable, in the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting Delaware. Each of Company and the Stockholder hereby irrevocably submits with regard to any such action or proceeding for itself and in New York County respect to its property, generally and unconditionally, to the personal jurisdiction of the United States District Court aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the Southern District notice provisions contained in Section 4.1. Each of New YorkCompany and the Stockholder hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement of (i) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 4.8, (ii) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (biii) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Voting Agreement (Maxtor Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoExcept as otherwise provided in this Agreement, on behalf each Party irrevocably agrees that any legal action or Proceeding with respect to this Agreement or for recognition and enforcement of itself and, as applicable, any judgment in respect hereof brought by another Party or its successors or assigns shall be brought exclusively in the First Lien Secured Parties state and federal courts of the Series for which it is acting, State of Ohio and each of the Parties hereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 8.8. Each of the State of New York sitting in New York County and of the United States District Court of the Southern District of New YorkParties hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 8.11, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, applicable laws and regulations that (i) the defense of action or Proceeding in any such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to which it is a party to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and or the courts of the United States District Court of for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, courts and waives (to the extent permitted by applicable law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or at its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and to commence legal proceedings or otherwise proceed against Holdings or the Company hereby accepts such designation and appointmentBorrower or any other Credit Party in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (Academy Sports & Outdoors, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First First-Lien Secured Parties of the Series for which whom it is acting or on behalf of itself and the Second-Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, the First-Lien Security Documents and the Second-Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in the County of New York County and York, the federal courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth referred to in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Secured Party) to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this AgreementAgreement and the Credit Agreement Collateral Documents, 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or and/or the Secured Credit Agreement Collateral Documents shall affect any right that any Representative representative may otherwise have to bring any action or proceeding relating to any Secured Credit Loan Document against any Grantor or its respective properties in the courts of any jurisdiction;; US-DOCS\99073489.6
(b) 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 and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company either Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company such Borrower hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Credit Agreement (W R Grace & Co)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting in New York County County, Borough of Manhattan and the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized RepresentativeCollateral Agent) at the address set forth referred to in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any First Lien Secured Party) to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoThe Applicable Authorized Representative and each other Authorized Representative, on behalf of itself and, as applicable, and the First Senior Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, : • submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Senior Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and York, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ; • consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; • agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth referred to in Section 5.01;
; • agrees that nothing herein shall affect the right of any other party hereto (dor any Senior Lien Secured Party) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding shall limit the right of any party hereto (or any Senior Lien Secured Party) to ▇▇▇ in any other jurisdiction; and the Company hereby accepts such designation and appointment; and
(e) • waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Pari Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to which it is a party to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and or the courts of the United States District Court of for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, courts and waives (to the extent permitted by applicable law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or at its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and to commence legal proceedings or otherwise proceed against Holdings or the Company hereby accepts such designation and appointmentBorrower or any other Credit Party in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Priority Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the First Lien Priority Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in New York County and the Borough of the United States District Court of the Southern District of New YorkManhattan), and any appellate court from any thereof, ; provided that nothing contained herein will prevent any Collateral Agent or First Lien Priority Secured Parties from bringing any action to enforce any award or judgment or exercise any right under the First Lien Priority Security Documents or against any Collateral or any other property of any Grantor in accordance with the terms hereof in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees other forum in which jurisdiction can be established;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives any objection that which 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtSection 5.09(a);
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Priority Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any First Lien Priority Secured Party) to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 5.09 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submitsEach of PRISA, Liberty and Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any tribunal sitting in the City of Madrid, Kingdom of Spain, and each of PRISA, Liberty and Liberty Virginia hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of the State of New York this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any tribunal other than a tribunal sitting in New York County the City of Madrid, Kingdom of Spain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.3. Each of PRISA, Liberty and of the United States District Court of the Southern District of New YorkLiberty Virginia hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement (i) the defense of sovereign immunity, (ii) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 12.10, (iii) that all claims in respect it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by applicable Law that (A) the suit, action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding shall be conclusive is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;such courts.
(b) waivesEach of Liberty and Liberty Virginia hereby appoints Garrigues, to with offices on the fullest extent it date hereof as set forth in Section 12.3, as its authorized agent (the “Authorized Agent”), upon whom process may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of be served in any suit, action or proceeding arising out of or relating to this Agreement or any transaction contemplated by this Agreement that may be instituted in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth described in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages12.10(a).
Appears in 1 contract
Sources: Business Combination Agreement (Liberty Acquisition Holdings Corp.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and shall limit the Company hereby accepts such designation and appointmentright of any party hereto (or any Secured Party) to s▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its property, property in any legal action or proceeding relating to this Agreement to which it is a party to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting in New York County and or the courts of the United States District Court of for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, courts and waives (to the extent permitted by applicable law, in such Federal court. 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 judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to commence or support any such action or proceeding in any other courts;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or at its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action other manner permitted by law or proceeding and to commence legal proceedings or otherwise proceed against the Company hereby accepts such designation and appointmentBorrower or any other Credit Party in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Credit Agreement (OneStream, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First First-Lien Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ;
(b) consents that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same and agrees not to commence or support any such legal action or proceeding in any other jurisdiction;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth referred to in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any First-Lien Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such action or proceeding and the Company hereby accepts such designation and appointmentother manner permitted by law; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, indirect, exemplary, punitive or consequential damages.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of itself any judgment in respect hereof brought by another party hereto or its successors or assigns shall be brought in the Superior Court in the State of California to the fullest extent permitted by Applicable Law and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of extent not so permitted, in any court sitting in 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, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgmentCalifornia, and each of the parties hereto hereby (x) irrevocably and unconditionally agrees that all claims in respect of submits with regard to any such action or proceeding shall be heard for itself and determined in such New York State orrespect to its property, generally and unconditionally, to the extent permitted by law, in such Federal court. Each exclusive personal jurisdiction of the parties hereto aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that a final judgment it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or proceeding shall be conclusive and may be enforced made by delivery of process in other jurisdictions by suit on accordance with the judgment or notice provisions contained in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) 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 in any court referred to in paragraph (a) of this SectionSection 10.2. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.13, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by lawApplicable Law that (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cii) agrees the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form the State of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any GrantorCalifornia, such Grantor designatesparty hereby appoints Corporation Service Company, appoints and empowers ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as such party's agent in the Company as its designee, appointee and agent to receive, accept and acknowledge State of California for and on its behalf, and in respect acceptance of its property, service of any and all legal process, summons, notices and documents agrees that may be service made on such agent shall have the same legal effect as if served in any upon such action or proceeding and party personally within the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagesState of California.
Appears in 1 contract
Sources: Merger Agreement (Lecroy Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submitsSubject to Section 11.8(b), each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns shall be brought and determined exclusively in any state court or Federal court sitting in New Castle County, Delaware and each of the parties hereto hereby (i) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out or relates to of the State of New York sitting in New York County and of the United States District Court of the Southern District of New Yorkthis Agreement or any transaction contemplated hereby, and any appellate court (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any thereof, in such court and (iii) agrees that it will not bring any action or proceeding arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, and each of the parties hereto transaction contemplated hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action court other than any state court or proceeding shall be conclusive Federal court sitting in New Castle County, Delaware. It is understood and may be enforced in agreed that any other jurisdictions by suit on the judgment court or arbiter in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents jurisdiction shall affect be entitled to enforce any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts Judgment of any jurisdiction;
state court or Federal court sitting in New Castle County, Delaware. Justice has appointed Corporation Service Company, 1180 Avenue of the Americas, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (b) waives“Process Agent”), to the fullest extent it as its authorized agent upon whom all writs, process and summonses may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of be served in any suit, action or proceeding arising out of or relating to this Agreement Agreement. If for any reason Process Agent (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, Justice will promptly appoint a successor agent for this purpose reasonably acceptable to the Company. Any writs, process or summonses to be served on any other party in any court referred to such action or proceeding may be made by delivery of process in paragraph (a) of this Sectionaccordance with the notice provisions contained in Section 11.2 or as otherwise permitted by Law. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 11.8, (iii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iv) to the fullest extent permitted by lawLaw that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
(cb) Each of the parties agrees that the courts of each of Guernsey, England and Wales shall have jurisdiction to settle any Action that arises out of or in connection with Section 2.1, and hereby agrees that such Actions, disputes or claims may be submitted to the jurisdiction of such courts. Each of the parties waives any right that it may have to object to an Action being brought in such courts, to claim that the any such Action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction. Each of Justice, New Holdco and Merger Sub LLC acknowledges that damages might not be an adequate remedy for any breach of Section 2.1 and that, accordingly, the Company shall be entitled, without proof of special damage, to seek the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of Section 2.1. Justice irrevocably appoints (i) Law Debenture Corporate Services Limited of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ in England and (ii) the Company Administrator (as used in Section 11.2) in Guernsey, in each case, as its process agent to receive on its behalf service of process in any such action Action arising out of or proceeding may in connection with Section 2.1 in England and Guernsey, respectively. Such service shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, deemed completed on delivery to such Person process agent (whether or its Authorized Representative) at the address set forth in Section 5.01;
(d) as not it relates is forwarded to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.received by
Appears in 1 contract
Sources: Business Combination Agreement (Burger King Holdings Inc)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoExcept as otherwise provided in this Agreement, on behalf each Party hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement or for recognition and enforcement of itself and, as applicable, any judgment in respect hereof brought by another Party hereto or its successors or assigns shall be brought exclusively in the First Lien Secured Parties state and federal courts of the Series for which it is acting, State of Colorado and each of the Parties hereto hereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.2. Each of the State of New York sitting in New York County and of the United States District Court of the Southern District of New YorkParties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 10.13, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, applicable Regulations that (i) the defense of action or Proceeding in any such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Air Methods Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoExcept as otherwise provided in this Agreement, on behalf each Party irrevocably agrees that any legal action or Proceeding with respect to this Agreement or for recognition and enforcement of itself andany judgment in respect hereof brought by another Party or its successors or assigns shall be brought exclusively in the state and federal courts located in the City of Wilmington, as applicableState of Delaware, the First Lien Secured Parties and each of the Series for which it is acting, Parties hereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 9.8. Each of the State of New York sitting in New York County and of the United States District Court of the Southern District of New YorkParties hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement, or for recognition or enforcement (a) the defense of sovereign immunity, (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 9.11, (c) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, applicable laws and regulations that (i) the defense of action or Proceeding in any such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in any or by such court;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Grom Social Enterprises, Inc.)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each of Parent and the Stockholder irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party heretohereto or its successors or assigns shall be brought and determined only in a United States District Court sitting in the State of Delaware, on behalf of itself andor in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, as applicable, in the First Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:
(a) submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court courts of the State of New York sitting Delaware. Each of Parent and the Stockholder hereby irrevocably submits with regard to any such action or proceeding for itself and in New York County respect to its property, generally and unconditionally, to the personal jurisdiction of the United States District Court aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the Southern District notice provisions contained in Section 5.01. Each of New YorkParent and the Stockholder hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement, or for recognition or enforcement of (i) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named courts for any reason other than the failure to serve process in accordance with this Section 5.08, (ii) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (biii) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable law that (A) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;
court is brought in an inconvenient forum, (cB) agrees that service the venue of process in any such suit, action or proceeding is improper and (C) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Sources: Voting Agreement (Maxtor Corp)
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the First Lien Secured Parties of the Series Parent and the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for which it is actingrecognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of Delaware, and each of the Parent and the Company thereby (x) irrevocably and unconditionally:
(a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the Supreme Court aforesaid court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York sitting Delaware. Any service of process to be made in New York County and such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 8.5. Each of the United States District Court of Parent and the Southern District of New YorkCompany hereby irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement,
(a) the defense of sovereign immunity, or for recognition or enforcement of (b) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees above-named court for any reason other than the failure to serve process in accordance with this Section 8.15 that all claims in respect it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such New York State orcourts (whether through service of notice, attachment prior to the extent permitted by lawjudgment, attachment in such Federal court. Each aid 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 execution of judgment, execution of judgment or in any other manner provided by law. Nothing in this Agreement or the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
otherwise), and (bd) 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplication law the (i) the suit, the defense of an inconvenient forum to the maintenance of such action or proceeding in i any such court;
court is brought in an inconvenient forum, (cii) agrees that service the venue of process in any such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be effected enforced in or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damagescourts.
Appears in 1 contract
Submission to Jurisdiction Waivers; Consent to Service of Process. Each party heretoCollateral Agent and each Authorized Representative, on behalf of itself and, as applicable, and the First Lien Senior Secured Parties of the Series for which whom it is acting, irrevocably and unconditionally:
(a) submits, submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement and the Senior Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the Supreme Court courts of the State of New York sitting located in New York County and the Borough of Manhattan, the courts of the United States District Court of America for the Southern District of New York, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, ;
(b) consents and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined brought in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive courts 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 the Secured Credit Documents shall affect any right that any Representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Grantor or its respective properties in the courts of any jurisdiction;
(b) waives, to the fullest extent it may legally and effectively do so, waives 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 in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtcourt or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01;
(d) as it relates agrees that nothing herein shall affect the right of any other party hereto (or any Senior Secured Party) to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, effect service of any and all legal process, summons, notices and documents that may be served process in any such other manner permitted by law or shall limit the right of any party hereto (or any Senior Secured Party) to bring any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment granted by the Company hereby accepts such designation and appointmentcourts referred to in clause (a) of this Section; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
Appears in 1 contract
Sources: Credit Agreement (Weight Watchers International Inc)