Common use of Certain Legal Matters Clause in Contracts

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada and may be honored by courts located in Canada. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canada. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the laws of Canada permit an action to be brought in a court of competent jurisdiction in Canada to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 17 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 17 hereof, and service of process effected in the manner provided for in Section 9.7 17 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the General Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (iA) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (iiB) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiC) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (ivD) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (vE) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (viF) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 15 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 15 hereof, and service of process effected in the manner provided for in Section 9.7 15 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada Australia and may be honored by courts located in CanadaAustralia. The Company Selling Shareholder has the power to submit, and pursuant to Section 9.7 10.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 10.6 hereof, and service of process effected in the manner provided for in Section 9.7 10.6 will be effective to confer valid personal jurisdiction over the Company Selling Shareholder as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any Any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company Selling Shareholder based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in CanadaAustralia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada Australia permit an action to be brought in a court of competent jurisdiction in Canada Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company Selling Shareholder under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company Selling Shareholder either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the CompanySelling Shareholder; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 18 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 18 hereof, and service of process effected in the manner provided for in Section 9.7 18 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada and may be honored by courts located in Canada. The Company has the power to submit, and pursuant to Section 9.7 10.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 10.6 hereof, and service of process effected in the manner provided for in Section 9.7 10.6 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canada. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the laws of Canada permit an action to be brought in a court of competent jurisdiction in Canada to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada and may be honored by courts located in Canada. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canada. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the laws of Canada permit an action to be brought in a court of competent jurisdiction in Canada to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 17 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 17 hereof, and service of process effected in the manner provided for in Section 9.7 17 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the General Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (iA) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (iiB) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiC) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (ivD) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.;

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement, the Deposit Agreement and the Deposit Agreement Representative’s Warrant is a valid choice of law under the laws of Canada the Commonwealth of Australia and may will be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 9.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 9.6 hereof, and service of process effected in the manner provided for in Section 9.7 9.6 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Pricing Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement, the Deposit Agreement or the Deposit Agreement may Representative’s Warrant would be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the The laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive enforceable judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement, the Deposit Agreement or the Deposit Agreement Representative’s Warrant that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iviii) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (viv) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (viv) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement Agreement, the Deposit Agreement, and the Deposit Representative’s Warrant Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement Agreement, the Deposit Agreement, or the Deposit Representative’s Warrant Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement, the Deposit Agreement or the Deposit Representative’s Warrant Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement, the Deposit Agreement and the Deposit Agreement Underwriter’s Warrant is a valid choice of law under the laws of Canada the Commonwealth of Australia and may will be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 12 hereof, and the Company has the power to designate, appoint and authorize, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, the Authorized Agent (as defined below) for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Underwriter’s Warrants, any Preliminary Prospectus, the Prospectus, the Registration Statement or the Securities, and service of process effected in the manner provided for in Section 9.7 on such Authorized Agent will be effective to confer valid personal jurisdiction over the Company as provided thereinin Section 12 hereof. Except as disclosed in the Time of Sale Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement, the Deposit Agreement or the Deposit Agreement may Underwriter’s Warrant would be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the The laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive enforceable judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement, the Deposit Agreement or the Deposit Agreement Underwriter’s Warrants that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court Xxx Xxxx Xxxxx issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iviii) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (viv) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (viv) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada Guernsey and may be honored by courts located in CanadaGuernsey, except as may be limited by general principles of equity and except where to do so would be inconsistent with or overridden by the Regulation (EC) No 593/2008 on the Law Applicable to Contractual Obligations (Rome I) or the restrictions described under the caption “Service of Process and Enforcement of Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has the power to submit, and pursuant to Section 9.7 9.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 9.6 hereof, and service of process effected in the manner provided for in Section 9.7 9.6 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in CanadaGuernsey. There is no bilateral arrangement between Canada Guernsey and the United States for the recognition of foreign judgments, however the laws of Canada Guernsey permit an action to be brought in a court of competent jurisdiction in Canada Guernsey to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Guernsey courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Guernsey would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may will be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 9.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 9.6 hereof, and the Company has the power to designate, appoint and authorize, and pursuant to Section 9.6 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, the Authorized Agent (as defined below) for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any Preliminary Prospectus, the Prospectus, the Registration Statement or the Public Securities, and service of process effected in the manner provided for in Section 9.7 on such Authorized Agent will be effective to confer valid personal jurisdiction over the Company as provided thereinin Section 9.6 hereof. Except as disclosed in the Pricing Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may would be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the The laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive enforceable judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iviii) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (viv) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (viv) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement, the Deposit Agreement and the Deposit Agreement Representatives’ Warrant is a valid choice of law under the laws of Canada the Commonwealth of Australia and may will be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 9.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 9.6 hereof, and service of process effected in the manner provided for in Section 9.7 9.6 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Pricing Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement, the Deposit Agreement or the Deposit Agreement may Representatives’ Warrant would be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the The laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive enforceable judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement, the Deposit Agreement or the Deposit Agreement Representatives’ Warrant that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iviii) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (viv) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (viv) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement Agreement, and the Deposit Representative’s Warrant Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Representative’s Warrant Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement Agreement, or the Deposit Representative’s Warrant Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that (i) such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; (vii) such judgment imposes on the judgment debtor a liability to pay a liquidated sum; (viii) such judgment has not been wholly satisfied; (ix) such judgment was obtained within the previous twelve years, and (x) there is due compliance with the correct procedures under the laws of Australia.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement Agreement, the Deposit Agreement, and the Deposit Representative’s Warrant Agreement is a valid choice of law under the laws of Canada the Commonwealth of Australia and may be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 hereof, and service of process effected in the manner provided for in Section 9.7 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement Agreement, the Deposit Agreement, or the Deposit Representative’s Warrant Agreement may be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada Australia and the United States for the recognition of foreign judgments, however the laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive j judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement, the Deposit Agreement or the Deposit Representative’s Warrant Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Australian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement, the Deposit Agreement and the Deposit Agreement Underwriter’s Warrant is a valid choice of law under the laws of Canada the Commonwealth of Australia and may will be honored by courts located in Canadathe Commonwealth of Australia. The Company has the power to submit, and pursuant to Section 9.7 12 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 12 hereof, and the Company has the power to designate, appoint and authorize, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, the Authorized Agent (as defined below) for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Underwriter’s Warrants, any Preliminary Prospectus, the Prospectus, the Registration Statement or the Securities, and service of process effected in the manner provided for in Section 9.7 on such Authorized Agent will be effective to confer valid personal jurisdiction over the Company as provided thereinin Section 12 hereof. Except as disclosed in the Time of Sale Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement, the Deposit Agreement or the Deposit Agreement may Underwriter’s Warrant would be recognized and enforced by courts located in Canadathe Commonwealth of Australia. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the The laws of Canada the Commonwealth of Australia permit an action to be brought in a court of competent jurisdiction in Canada the Commonwealth of Australia to recognize and declare enforceable a final and conclusive enforceable judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement, the Deposit Agreement or the Deposit Agreement Underwriter’s Warrants that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian Australian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iiiii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iviii) in obtaining judgment there was no fraud on the part of the person in whose favor favour judgment was given or on the part of the New York Court; (viv) recognition or enforcement of the judgment in Canada Australia would not be contrary to public policy; and (viv) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of Canada the Cayman Islands and may the PRC and will be honored by courts located in Canadathe Cayman Islands and the PRC. The Company has the power to submit, and pursuant to Section 9.7 of this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the courts provided laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in Section 9.7 hereofany action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any New York Court, and service of process effected in the manner provided for in Section 9.7 on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package this Agreement and the Prospectus, any Escrow Agreement. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Escrow Agreement may and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized declared enforceable against the Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by the courts of the Cayman Islands and enforced by PRC, provided that with respect to courts located in Canada. There is no bilateral arrangement between Canada of the PRC, (A) adequate service of process has been effected and the United States for defendant has had a reasonable opportunity to be heard, (B) such judgments or the recognition enforcement thereof are not contrary to the law, public policy, security or sovereignty of foreign judgmentsthe PRC, however (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the laws of Canada permit same matter between the same parties and (D) an action to be brought between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a court foreign court. The Company is not aware of competent jurisdiction any reason why the enforcement in Canada to recognize and declare enforceable a final and conclusive judgment the Cayman Islands or the PRC of such a New York Court of a sum certain against and respecting the obligations judgment would be, as of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New Yorkdate hereof, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) policy of the proceedings pursuant to which judgment was obtained were not contrary to natural justiceCayman Islands or PRC.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada Guernsey and may be honored by courts located in CanadaGuernsey [, except as may be limited by general principles of equity and except where to do so would be inconsistent with or overridden by the Regulation (EC) No 593/2008 on the Law Applicable to Contractual Obligations (Rome I) or the restrictions described under the caption “Service of Process and Enforcement of Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. [CXXXX XXXXX TO REVIEW]. The Company has the power to submit, and pursuant to Section 9.7 9.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 9.6 hereof, and service of process effected in the manner provided for in Section 9.7 9.6 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in CanadaGuernsey. There is no bilateral arrangement between Canada Guernsey and the United States for the recognition of foreign judgments, however the laws of Canada Guernsey permit an action to be brought in a court of competent jurisdiction in Canada Guernsey to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian Guernsey courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada Guernsey would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

Certain Legal Matters. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of Canada and may be honored by courts located in Canada. The Company has the power to submit, and pursuant to Section 9.7 9.6 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the courts provided for in Section 9.7 9.6 hereof, and service of process effected in the manner provided for in Section 9.7 9.6 will be effective to confer valid personal jurisdiction over the Company as provided therein. Except as disclosed in the Pricing Disclosure Package and the Prospectus, any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement may be recognized and enforced by courts located in Canada. There is no bilateral arrangement between Canada and the United States for the recognition of foreign judgments, however the laws of Canada permit an action to be brought in a court of competent jurisdiction in Canada to recognize and declare enforceable a final and conclusive judgment of a New York Court of a sum certain against and respecting the obligations of the Company under this Agreement or the Deposit Agreement that is not impeachable as void or voidable under the internal laws of the State of New York, provided that such Canadian court is satisfied that (i) the parties to the proceeding enforcing the judgment of the New York Court are identical to those in the original New York Court proceedings; (ii) the New York Court issuing the judgment exercised jurisdiction which Canadian courts recognize had jurisdiction in the matter, and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (iii) the judgment given by the New York Court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the New York Court; (v) recognition or enforcement of the judgment in Canada would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.