Common use of Submission to Jurisdiction; Appointment of Agent for Service of Process Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx xxx Xxxxx xx Xxx Xxxx, 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) consents and submits 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) agrees 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. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.Xxxxxx

Appears in 1 contract

Samples: JPMorgan Chase Bank, N.A. - ADR Depositary

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Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates and appoints Cogency Global Pearson Inc., 100 Xxxx 00xx 300 Xxxxxx Xxxxxx, 00xx XxxxxNew York, Xxx XxxxNew York 10013; Tel: 200-000-0000, Xxx Xxxx 00000, xx xxx Xxxxx xx Xxx Xxxxin the State of New York, as the Company's ’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) consents and submits 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) agrees 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. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.XxxxxxEACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates agrees that the federal or state courts in The City of New York shall have jurisdiction to hear and appoints Cogency Global Inc.determine any suit, 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx xxx Xxxxx xx Xxx Xxxx, as the Company's authorized agent upon which process may be served in any suit action or proceeding arising and to settle any dispute that may arise out of or relating to in connection with the Shares or Deposited Securities, the American Depositary Shares, this Receipt or the Receipts or this AgreementDeposit Agreement and, (ii) consents and for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Xxxxxx Xxx, currently located at 000 X. 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any state or federal court and all legal process, summons, notices and documents that may be served in the State of New York in which any such suit suit, action or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon brought against the Company in any such suit federal or proceeding. The Depositary agrees to provide notice, state court as described in accordance with the preceding sentence or in the next paragraph of this Article (23) or Section 7.5 7.8 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the authorized agent Agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or Section 7.8 of the Deposit Agreement and deliver reasonably satisfactory to the Depositary written noticeDepositary. The Company further hereby irrevocably consents and agrees that service of any and all legal process, summons, notices and documents in accordance with any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service). The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in Section 7.5 7.8 of the Deposit Agreement, of and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such new authorized agentcourt that any such action, which notice shall take effect upon the Depositary’s receipt of suit or proceeding brought in any such noticecourt has been brought in an inconvenient forum. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, in Section 7.5 of the Deposit Agreement and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.XxxxxxThe provisions of Section 7.8 of the Deposit Agreement shall survive termination of the Deposit Agreement or the resignation or removal of the Depositary.

Appears in 1 contract

Samples: Glanbia Public LTD Co /Fi

Submission to Jurisdiction; Appointment of Agent for Service of Process. Jury Trial Waiver. The Company hereby (i) irrevocably designates and appoints Cogency Global Inc.C T Corporation System, 100 Xxxx 00xx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, xx xxx Xxxxx xx Xxx Xxxx, 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 AgreementDeposit Agreement (a “Proceeding”), (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding Proceeding may be instituted, instituted and (iii) agrees 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. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of processProceeding. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by such the above-named agent of its appointment as such process agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such that designation and appointment in full force and effect effect, or to appoint and maintain the appointment of another process agent located in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such maintain the designation and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process upon it and consents that any such a service of process in connection with a Proceeding may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunderunder this Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.XxxxxxEACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Cogency Global Inc.its ____________, 100 acting through its office at 299 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 (xx such other address in the Borough of Manhattan, xx xxx Xxxxx xx Xxx XxxxThe City of New York, as such agent shall furnish in writing to the Company's Trustee) as its authorized agent (the "Authorized Agent") upon which process may be served in any suit legal action or proceeding arising out of against it with respect to its obligations under this Indenture or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction Securities of any series, as the case may be, instituted in any federal or state or federal court in the State Borough of Manhattan, The City of New York in which by the Holder of any such suit or proceeding may be institutedSecurity, and (iii) agrees that service of process upon the Authorized Agent, together with written notice of said authorized agent service mailed or delivered to the Company, addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such suit legal action or proceeding, and the Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives, to the extent it may effectively do so, any objection it may have to the laying of the venue of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the Securities or of this Indenture until the appointment of a successor Authorized Agent by the Company and such successor's acceptance of such appointment. The Depositary agrees Company reserves the right to provide noticeappoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. If for any reason the ___________________ ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company will appoint a successor Authorized Agent in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agentpreceding sentence. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect for so as long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices required hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.Xxxxxx.

Appears in 1 contract

Samples: Ubs Ag

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Cogency Global Inc.CT Corporation Systems, 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx1000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, xx xxx Xxxxx xx Xxx Xxxx, as the Company's ’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 AgreementAgreement which may be instituted in any United States federal or New York State court sitting in the Borough of Manhattan, the City of New York, (ii) consents and submits to the non-exclusive jurisdiction of any state or federal such court in the State Borough of Manhattan, City of New York in which with respect to any such suit or proceeding may be institutedproceeding, and (iii) agrees 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. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the said authorized agent shall cease to be available to act as suchthe Company’s agent for service of process, the Company agrees to designate a new authorized shall appoint without delay another such agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to promptly notify the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such noticeappointment. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five ten (510) days after the same shall have been so mailed. J.X.Xxxxxx.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Cogency Global Inc.CT Corporation System (the "Agent"), 100 Xxxx 00xx Xxxxxxpresently having its office at 111 Eighth Avenue, 00xx Xxxxx13th Floor, Xxx XxxxNew York, Xxx Xxxx 00000New York 10011, xx xxx Xxxxx xx Xxx XxxxUnited States of America, as the Company's authorized agent upon which process may be served in any suit or proceeding (including, but not limited to, any arbitral proceeding as contemplated by Section 7.11 of this Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the American Depositary SharesADSs, the Receipts ADRs or this Agreement, (ii) consents and submits 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) agrees 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. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent Agent of its appointment as such agentappointment. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares ADSs or Receipts ADRs remain outstanding or this Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requestedestablished overnight courier service, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.XxxxxxThe Company hereby irrevocably designates, appoints and empowers the Agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state court or arbitration as described in Article VII. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 7.12 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding (including any arbitration) against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.05 hereof. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding (including an arbitration) against (a) the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States or in arbitration in London in accordance with Section 7.11 hereof, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States or arbitration in London in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding (including arbitration) brought against it as described in this paragraph or in Section 7.11. The provisions of this Section 7.12 shall survive any termination of this Deposit Agreement, in whole or in part.

Appears in 1 contract

Samples: Deposit Agreement (Yukos Oil Co)

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company hereby (i) irrevocably designates and appoints Cogency Global Inc.Corporation Service Company,, 100 Xxxx 00xx Xxxxxxin the State of New York, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx xxx Xxxxx xx Xxx XxxxUnited States of America, 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) consents and submits to the jurisdiction of any state or federal court located in the State Borough of Manhattan, The City of New York York, United States of America, in which any such suit or proceeding may be instituted, and (iii) agrees 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. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, to the Company of any such service of process upon the authorized agent; provided, however, that any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of process. The Company agrees to deliver to the Depositarydeliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. If for any reason the authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or the Deposit Agreement and deliver to the Depositary written notice, in accordance with Section 7.5 of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.XxxxxxThe Company agrees that the failure of the said authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that an Owner or Beneficial Owner brings a suit, action or proceeding against (a) the Company, (b) the Depositary in its capacity as Depositary under the Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States, and the Depositary or the Company have any claim, for indemnification or otherwise, against each other arising out of the subject matter of such suit, action or proceeding, then the Company and the Depositary may pursue such claim against each other in the state or federal court in the United States in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding brought against it as described in this paragraph. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.06, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY TO THE AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). The provisions of this Section 7.06 shall survive any termination of this Agreement, in whole or in part.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Submission to Jurisdiction; Appointment of Agent for Service of Process. The Company Issuer hereby (i) irrevocably designates and appoints Cogency Global Inc.CT Corporation, 100 Xxxx 00xx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, xx xxx Xxxxx xx Xxx Xxxxin the State of New York, (the “Agent”) as the CompanyIssuer's authorized agent upon which process to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit suit, action or proceeding brought against the Issuer in any federal or state court (as described in Section 7.6 of the Deposit Agreement) arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Deposit Agreement and (ii) irrevocably consents and submits agrees to the jurisdiction service of any state or federal court and all legal process, summons, notices and documents in the State of New York in which any such suit suit, action or proceeding may be institutedagainst the Issuer, and (iii) agrees that by service by mail of process upon said authorized agent shall be deemed in every respect effective service of process a copy thereof upon the Company Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy mailed to the Issuer by registered or certified air mail, postage prepaid, to its address provided in any such suit or proceeding. The Depositary agrees to provide notice, in accordance with Section 7.5 of the Deposit Agreement, . The Issuer agrees that the failure of the Agent to the Company give any notice of any such service to it shall not impair or affect in any way the validity of process upon the authorized agent; provided, however, that such service or any judgment rendered in any action or omission with respect to such notice shall not in any way invalidate or otherwise constitute a waiver of such service of processproceeding based thereon. The Company Issuer agrees to deliver to the Depositarydeliver, upon the execution and delivery of this the Deposit Agreement, a written acceptance by such agent the Agent of its appointment as such agent. The Company Issuer further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this the Deposit Agreement remains in force. If for any reason the authorized agent Agent shall cease to be available to act as such, the Company Issuer agrees to designate a new authorized agent in New York on the terms and for the purposes of this Article (27) or 25 and Section 7.8 of the Deposit Agreement and deliver reasonably satisfactory to the Depositary written notice, in accordance with Depositary. The provisions of the Article 25 and Section 7.5 7.8 of the Deposit Agreement shall survive any termination of the Deposit Agreement, of such new authorized agent, which notice shall take effect upon the Depositary’s receipt of such notice. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified whole or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. J.X.Xxxxxxin part.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

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