Common use of Authorized Agent Clause in Contracts

Authorized Agent. The Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.

Authorized Agent. The Company, the Seller and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 100 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrower.

Authorized Agent. The Company, the Seller and the Borrower agree Vendor agrees that any suit, action or proceeding against them brought by any Holderthe Purchaser, the directors, officers, employees and agents of any Holderthe Purchaser, or by any person who controls any Holderthe Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower The Vendor hereby appoints CT Corporation System, 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holderthe Purchaser, the directors, officers, employees, Affiliates and agents of any Holderthe Purchaser, or by any person who controls any Holderthe Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the BorrowerVendor.

Authorized Agent. The Company, the Seller and the Borrower agree Vendor agrees that any suit, action or proceeding against them brought by any Holderof the Purchasers, the directors, officers, employees and agents of any Holderof the Purchasers, or by any person who controls any Holdera Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower The Vendor hereby appoints CT Corporation System, 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holdera Purchaser, the directors, officers, employees, Affiliates and agents of any Holdersuch Purchaser, or by any person who controls any Holdersuch Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly The Vendor hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Company, the Seller and the Borrower severally and not jointly it agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the BorrowerVendor.

Authorized Agent. The Company, the Seller and the Borrower agree Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against them the Guarantor brought by any Holder, the directors, officers, employees and agents of any Holder, Underwriter or by any person who controls any Holder, Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State United States federal or U.S. federal state court in The City of New York and County the city of New York, and waives State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, proceeding and irrevocably submits (iii) submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the CompanyThe Guarantor has appointed Xxxxxxx X. Xxxxxxxx, the Seller and the Borrower hereby appoints CT Corporation System, 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, Esq. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, such action or proceeding arising out of or based upon on this Agreement or the transactions contemplated herein that hereby which may be instituted in the any State United States federal or U.S. federal state court in The City of New York and County the city of New York, State of New York by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, Underwriter or by any person who controls any HolderUnderwriter, and expressly accepts consents to the non-exclusive jurisdiction of any such court in respect of any such suitaction, action and waives any other requirements of or proceedingobjections to personal jurisdiction with respect thereto. Each of the Company, the Seller and the Borrower severally and not jointly hereby Such appointment shall be irrevocable. The Guarantor represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said such agent for service of process, process and each of the Company, the Seller and the Borrower severally and not jointly agrees agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Guarantor shall be deemed, in every respect, effective service of process upon the Company and the BorrowerGuarantor.

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as its authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, and each . Each of the Company, TMM Holdings, the Seller Selling Stockholders and each Underwriter hereby submits to the Borrower severally non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company, TMM Holdings, the Selling Stockholders and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not jointly agrees to take plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all action, including right to trial by jury in any legal proceeding arising out of this Agreement or the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrowertransactions contemplated hereby.

Authorized Agent. The TMM Holdings hereby irrevocably appoints the Company, with offices at 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, (or its successors), as agent for service of process, in the Seller County, City and the Borrower agree that any suit, action or proceeding against them brought by any Holder, the directors, officers, employees and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying United States of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company, the Seller and the Borrower hereby appoints CT Corporation System, 100 0xx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent America (the “Authorized Agent”) as its authorized agent upon whom process may be served in any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated herein that may be instituted in any State or U.S. federal court in The City of New York and County of New York, by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holderhereby, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Company, the Seller and the Borrower severally and not jointly hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed agrees to act as said agent for service of process, . Each of the Company and TMM Holdings and each Underwriter hereby submits to the non-exclusive jurisdiction of the CompanyFederal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of this Agreement or the transactions contemplated hereby. Each of the Company and TMM Holdings and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Company and TMM Holdings and each Underwriter hereby irrevocably waives, to the Seller and the Borrower severally and not jointly agrees to take fullest extent permitted by applicable law, any and all action, including right to trial by jury in any legal proceeding arising out of this Agreement or the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and the Borrowertransactions contemplated hereby.