Jurisdiction; Immunities. Borrower and each Guarantor hereby irrevocably submit to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and Borrower and each Guarantor hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Borrower and each Guarantor irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower and each Guarantor at their respective addresses specified in Section 14.05 hereof. Borrower and each Guarantor agree that a final non-appealable 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. Borrower and each Guarantor further waive any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. Borrower and each Guarantor agree that any action or proceeding brought against the Agent or any Bank shall be brought only in New York State or United States Federal Court sitting in New York County. Nothing in this Section 14.07 hereof shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against any of Borrower or any Guarantor or their property in the courts of any other jurisdictions. To the extent that Borrower or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower and each Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes, and any other Revolving Credit Loan Document.
Jurisdiction; Immunities. (a) THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK, NASSAU OR SUFFOLK COUNTIES OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES, AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING (BY CERTIFIED OR REGISTERED MAIL) OF COPIES OF SUCH PROCESS TO THE BORROWER AT THE ADDRESS SPECIFIED IN SECTION 12.6. THE BORROWER AGREES THAT A FINAL JUDGMENT (INCLUDING ANY APPLICABLE APPEALS) 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. THE BORROWER FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. THE BORROWER FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST ANY BANK SHALL BE BROUGHT ONLY IN NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK, NASSAU OR SUFFOLK COUNTY. EACH OF THE BANKS AND THE BORROWER WAIVE ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH RESPECT TO THIS AGREEMENT AND THE OTHER FACILITY DOCUMENTS.
Jurisdiction; Immunities. EACH OF THE GUARANTORS AND THE LENDER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER FACILITY DOCUMENT TO WHICH IT IS A PARTY, AND EACH OF THE GUARANTORS AND THE LENDER HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE GUARANTORS AND THE LENDER AGREE 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. EACH OF THE GUARANTORS AND THE LENDER FURTHER WAIVE ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN THE STATE ON THE BASIS OF FORUM NON-CONVENIENS. EACH GUARANTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY. EACH OF THE GUARANTORS AND THE LENDER WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY. Nothing in this Section 9(i) shall affect the right of the Lender or any Guarantor to serve legal process in any other manner permitted by law or affect the right of the Lender or any Guarantor to bring any action or proceeding in the courts of any other jurisdictions. To the extent that any Guarantor or the Lender has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its assets, including its Property, such Guarantor or the Lender hereby irrevocably waives to the fullest extent permitted by law such immunity in respect of its obligations under this Guaranty and the other Facility Documents to which it is a party.
Jurisdiction; Immunities. 50 Section 12.09 Table of Contents; Headings ........................ 51 Section 12.10 Severability ....................................... 51 Section 12.11 Counterparts ....................................... 51 Section 12.12 Integration ........................................ 51 Section 12.13
Jurisdiction; Immunities. (a) Borrowers hereby irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in Suffolk or Nassau County over any action or proceeding arising out of or relating to this Agreement or the Note, and Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. To the extent permitted by applicable law, Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by certified or registered mail) of copies of such process to it. Borrower 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. To the extent permitted by applicable law, Borrower further waives any objection to venue in such State or Federal Court and any objection to an action or proceeding in such State or Federal Court on the basis of forum non conveniens. Borrower further agrees that any action or proceeding brought against the Bank shall be brought only in New York State or United States Federal court sitting in Suffolk or Nassau County.
Jurisdiction; Immunities. (a) The Borrower hereby irrevocably submits to the jurisdiction of any Connecticut State or United States Federal court sitting in Connecticut over any action or proceeding arising out of or relating to this Agreement, the Note or the Security Agreement, and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Connecticut State or Federal court. The Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 9.6. The Borrower 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. The Borrower further waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of forum non conveniens. The Borrower further agrees that any action or proceeding brought against the Bank shall be brought only in Connecticut State or United States Federal courts sitting in Connecticut.
Jurisdiction; Immunities. 87 Section 12.08. Governing Law...................................... 88 Section 12.09. Counterparts....................................... 88 Section 12.10. Exhibits and Schedules............................. 88 Section 12.11. Table of Contents; Headings........................ 88 Section 12.12. Severability....................................... 88 Section 12.13. Integration........................................ 89 EXHIBITS Exhibit 1.01A Counter Indemnity Agreement Exhibit 1.01B Form of Request for Letter of Credit Exhibit 2.07 Form of Revolving Credit Note Schedule 1.01A Investment Guidelines Schedule 1.01B Navigators' Accepted Credit List Schedule 1.01C Tier-1 Reinsurer Schedule 1.01D Tier-2 Reinsurer Schedule 6.11 Insurance Licenses Schedule 6.14 Subsidiaries and Ownership of Stock Schedule 6.16 Partnerships Schedule 6.20 Lines of Business AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 26, 1996 among THE NAVIGATORS GROUP, INC. (the "Borrower"), BROWX XXXTHERS HARRXXXX & XO., ("BBH&Co."), NBD BANK ("NBD"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), (each of BBH&Co., NBD and First Union a "Lender" and, collectively, the "Lenders"), THE FIRST NATIONAL BANK OF CHICAGO, as issuer of Letters of Credit (as defined below) ("Issuing Bank"), and BROWX XXXTHERS HARRXXXX & XO., as agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Agent"), amending and restating the Credit Agreement dated as of August 5, 1994 among the Borrower, the Lenders, and the Agent, as amended by a letter dated September 23, 1994, as further amended by an Amendment to Credit Agreement and Pledge Agreement dated as of January 1, 1995, and as further amended by a Third Amendment and Waiver to Credit Agreement dated as of September 30, 1995, as further amended by a letter dated June 24, 1996, and as further amended by a Fourth Amendment and Waiver dated as of September 30, 1996.
Jurisdiction; Immunities. Each Credit Party hereby irrevocably submits to the jurisdiction of any New York State or United States Federal court sitting in New York City over any action or proceeding, arising out of or relating to this Agreement, the Notes, the Letters of Credit, or any other Loan Document, and each Credit Party hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Each Credit Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to each Credit Party at their respective addresses specified in Section 14.05. Each Credit Party 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. Each Credit Party further waives any objection to venue in such State and any objection to an action or proceeding in such State on the basis of inconvenient forum. Each Credit Party agrees that any action or proceeding brought against either Administrative Agent or any Bank shall be brought only in New York State or United States Federal court sitting in New York County. Nothing in this Section 14.08 shall affect the right of either Administrative Agent or any Bank to serve legal process in any other manner permitted by Law or affect the right of either Administrative Agent or any Bank to bring any action or proceeding against any Credit Party or its property in the courts of any other jurisdictions. To the extent that any Credit Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Credit Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement, the Notes, the Letters of Credit, and any other Loan Document.
Jurisdiction; Immunities. Section 14.08.
Jurisdiction; Immunities. 48 EXHIBIT A - Authorization Letter EXHIBIT B - Solvency Certificate EXHIBIT C - Note EXHIBIT D - List of Affiliates EXHIBIT E - Assignment and Assumption Agreement LOAN AGREEMENT ("this Agreement") dated as of November 25, 1997 among THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the State of Delaware ("Borrower"), FLEET NATIONAL BANK ("Fleet"), PNC BANK, NATIONAL ASSOCIATION (in its individual capacity and not as Administrative Agent, "PNC") and the lenders signatory hereto (Fleet, PNC, said other lenders signatory hereto, and the lenders who from time to time become Banks pursuant to Section 3.07 or 12.05, each a "Bank" and collectively, the "Banks") and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks (in such capacity, together with its successors in such capacity, "Administrative Agent"). Borrower has requested that the Banks extend credit as provided herein, and the Banks are prepared to extend such credit.
