SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. In the Deposit Agreement, the Company has (i) appointed CT Corporation System, with an office in the State of New York at the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive 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 or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the me...
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. In the Deposit Agreement, the Company has (i) appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer in accordance with its terms. Very truly yours, Sabine Pass Liquefaction, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President, Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BofA Securities, Inc. BBVA Securities Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Loop Capital Markets LLC nabSecurities, LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by del...
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. The Guarantor irrevocably (i) agrees that any legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee or for recognition or enforcement of any judgment rendered against it in connection with this Subordinated Guarantee may be brought in any court in New York City, New York (a "New York Court"); (ii) agrees that by execution and delivery of this Subordinated Guarantee, the Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any New York Court in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues; and (iii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any New York Court and any claim that any such action or proceeding has been brought in an inconvenient forum.
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Agreement, the Securities and the Exchange Securities. In addition, the Issuer and each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Agreement, the Securities or the Exchange Securities or the subject matter hereof or thereof may not be enforced in such courts. The Issuer and the Guarantors and the Initial Purchasers agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 18 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against any Issuer or its property in the courts of any other jurisdictions. Very truly yours, CNH CAPITAL LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Chief Financial Officer GUARANTORS: CNH CAPITAL AMERICA LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Vice President & Assistant Treasurer NEW HOLLAND CREDIT COMPANY, LLC By: /s/ Xxxxxxx XxxXxxx Name: Xxxxxxx XxxXxxx Title: Vice President & Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Kushemba Name: Xxxx Kushemba Title: Director BARCLAYS CAPITAL INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director ANNEX A Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer...
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. EACH PARTY HERETO HEREBY IRREVOCABLY ACKNOWLEDGES AND AGREES THAT:
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. The Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Debenture may be instituted in any court in The City of Toronto, in the Province of Ontario, and waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, including (without limitation) any objection or defense to any such jurisdiction as an inconvenient forum and irrevocably submits itself to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Debenture, to the extent permitted by law. SECTION 116. Intentionally Deleted.
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. In the Deposit Agreement, the Company has (i) appointed Sanofi-Synthelabo, Inc., 90 Park Avenue, New York, New York 10016, in the State of New York, as txx Xxxxxxx'x xxxxxxxxxx xxxxx xxxx xxxxh process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE AGENT'S FEE LETTER MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. EACH BORROWING SUBSIDIARY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CORPORATION SERVICE COMPANY, WITH OFFICES ON THE DATE HEREOF AT 80 SXXXX XXXXXX, XXXXXX, XXX XXXX 00000, XX 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 WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH BORROWING SUBSIDIARY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN THE STATE OF NEW YORK ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH BORROWING SUBSIDIARY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 9.02, SUCH SERVICE TO BECOME EFFECTIVE THIRTY DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY BORROWING SUBSIDIARY IN ANY OTHER JURISDICTION.
