|
|
 | | | |
- close
- close
- close
- close
C » Topics » . THIS MASTER AGREEMENT SHALL BE GOVERNED BY FEDERAL LAW OR, IN THE ABSENCE OF ANY CONTROLLING FEDERAL LAW, THE LAW OF THE STATE OF NEW YORK.This excerpt taken from the C 8-K filed Jan 16, 2009. . THIS
MASTER AGREEMENT SHALL BE GOVERNED BY FEDERAL LAW OR, IN THE ABSENCE OF ANY
CONTROLLING FEDERAL LAW, THE LAW OF THE STATE OF NEW
YORK.
13.11 Submission To Jurisdiction;
Waivers. Each Citigroup Ring-Fence Entity hereby irrevocably
and unconditionally:
(a) submits
for itself and its property in any legal action or proceeding relating to this
Master Agreement and the other Program Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the exclusive
jurisdiction of the courts of the United States for the Southern District of
New York, and appellate courts thereof; provided that,
notwithstanding the foregoing, if there is no basis for federal jurisdiction in
respect of any such legal action or proceeding or recognition and enforcement
action, then such Citigroup Ring-Fence Entity submits for itself and its
property in any such legal action or proceeding or recognition and enforcement
action to the exclusive jurisdiction of the courts of the State of New York
located in the Borough of Manhattan in New York City, and appellate courts
thereof;
(b) consents
that any such action or proceeding may be brought only in such courts and waives
any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;
37
(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 Citigroup Ring-Fence Entity at
its address set forth in Section 13.2 or at such other address of which the U.S.
Federal Parties shall have been notified pursuant thereto;
(d) agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law;
(e) agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in another jurisdiction by suit on the judgment or in any other
matter provided by law; and
(f) waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding any special, indirect, exemplary,
punitive or consequential damages of any kind whatsoever (including for lost
profits).
13.12 Acknowledgements. Each
Citigroup Ring-Fence Entity hereby acknowledges that:
(a) the
U.S. Federal Parties have no fiduciary relationship with or duty to any
Citigroup Ring-Fence Entity arising out of or in connection with this Master
Agreement or any of the other Program Documents; and
(b) no
joint venture is created hereby or by the other Program Documents or otherwise
exists by virtue of the transactions contemplated hereby between the U.S.
Federal Parties and any Citigroup Ring-Fence Entity.
13.13 |
| |||||||
