Common use of Enforcement of Foreign Judgments Clause in Contracts

Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank based upon any of the Transaction Documents would be declared enforceable against the Bank by the courts of Jamaica, without reconsideration or reexamination of the merits; provided that the Jamaican court is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination 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 unless the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court.

Enforcement of Foreign Judgments. Any If such Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) Court having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank such Selling Shareholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank such Selling Shareholder by the courts of JamaicaArgentina, Uruguay or the Cayman Islands, as applicable to such Selling Shareholder, without reconsideration or reexamination of the merits; provided that the Jamaican court such Argentine, Uruguayan or Cayman Islands court, as applicable to such Selling Shareholder, is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of JamaicaArgentina, Uruguay or the Cayman Islands, as the case may be; and (v) such judgment was not obtained by fraud; provided, further, that (A) in the case of Argentine courts, foreign judgments would be recognized provided that the following requirements of Article 517 of the Civil and Commercial Procedure Code (approved by Law No. No order 17,454 as amended by Law No. 22,434) are met: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons, and in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been made extending effected and the provisions defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court Cayman Islands and is not in respect of taxes, a fine or a penalty; (iii) such judgments were not obtained by fraudulent means and do not conflict with any suitother valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court and (C) in the case of Uruguayan courts, action or proceeding against the Bank based upon any Transaction Document foreign judgments would be declared enforceable against provided that the Bank by the courts following requirements of Jamaica without reexamination or review Article 539 of the merits General Code of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated unless the Jamaican court is satisfied that Procedure are met: (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within must be valid and authentic in the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Courtwhere it was rendered; (ii) the judgment debtor, being the defendant in the proceedings, was not and documents attached are duly served with the process of the New York Court apostilled or legalized and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Courttranslated; (iii) the judgment was obtained by fraudcourt enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; or (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in respect accordance to the procedure established by the law of a cause the place of action which for reasons jurisdiction; (v) the defense of Jamaican both parties was assured; (vi) the judgment is final and conclusive; and (vii) the judgment does not violate the principles of public policy or for some other similar reason could not have been entertained by the New York Courtunder Uruguayan law.

Enforcement of Foreign Judgments. Pursuant to the terms of this Agreement and the Deposit Agreement, the Company has agreed to submit to the jurisdiction of any state or federal court in the state of New York in which the relevant suit or proceeding may be instituted. Any final judgment for a fixed or determined readily calculable sum of money rendered by in any U.S. state or federal or New York state court located in the State state of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank Company based upon any of this Agreement and the Transaction Documents Deposit Agreement or the transactions contemplated thereby would be declared enforceable against the Bank Company by the courts of Jamaica, without reconsideration or reexamination of the merits; provided that the Jamaican court is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica Peru without reexamination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation retrial of the matters adjudicated unless upon or payment of any stamp, registration or similar tax or duty, provided that it is ratified by the Jamaican court is satisfied that Peruvian Courts (Xxxxxx de la República del Perú) if the following conditions and requirements are met: (i) such judgment is not related to matters under the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the exclusive jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of Peruvian courts (such New York Courtas matters involving real estate property); (ii) the judgment debtor, being the defendant in the proceedings, was not duly served with the process issuing court had jurisdiction under its own conflicts of the New York Court law rules and did not appear notwithstanding that it was ordinarily resident or was carrying under general principles of international law on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Courtjurisdiction; (iii) the judgment defendant was obtained by fraudadequately served and was guaranteed due process under the laws of the jurisdiction of the issuing court; or (iv) the judgment was is res judicata under the laws of the jurisdiction of the issuing court; (v) there is no pending litigation in respect Peru between the same parties for the same issue, which has been initiated before the commencement of the proceedings that concluded with such judgment; (vi) such judgment is not incompatible with a cause priorly rendered foreign judgment that fulfills the requirements of action which for reasons recognition and enforceability established by Peruvian law; (vii) such judgment is not contrary to Peruvian national sovereignty, public order or good morals; (viii) it has not been proven that the issuing court has denied enforcement of Jamaican public policy Peruvian judgments or for some other similar reason could not have engaged in a review of the merits thereof; (ix) such judgment has been entertained (a) duly apostilled by the New York Courtcompetent authority of the jurisdiction of the issuing court, in case of jurisdictions that are parties to the Hague Apostille Convention, or (b) certified by Peruvian consular authorities, in case of jurisdictions that are not parties to the Hague Apostille Convention, and is accompanied by a certified and officially translated copy of such judgment into Spanish; and (x) payment of the applicable court taxes or filing fees.

Enforcement of Foreign Judgments. Any Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank such Selling Stockholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank Company by the courts of JamaicaDenmark, Germany, Luxembourg or Panama, as applicable, without reconsideration or reexamination of the merits; provided that in the Jamaican case of Denmark, a final and conclusive judgment obtained in a New York court rendered in an action brought in accordance with New York law will neither be recognized nor enforced by the Danish courts without a review of the merits, subject to the exceptions; provided, further, that in any such proceedings taken in the Danish courts, the Danish courts would give consideration as evidence to a final and conclusive judgment obtained in the courts of New York against a Danish party; provided, further, that, in the case of Luxembourg, the following conditions laid down by Luxembourg law (and court precedent) for enforcement of foreign court awards may have to be justified: (a) the judgment is satisfied that final and duly enforceable in the jurisdiction where the decision is rendered; (ib) the New York Court court had competence by virtue of submission jurisdiction over the subject matter of the parties action leading to the judgment and in particular the EUR1215/2012 inter alia on jurisdiction and the enforcement of foreign judgments or the Luxembourg Nouveau Code de procédure civile do not provide for exclusive jurisdiction of the Luxembourg court over the subject matters of such action; (c) the New York court has acted in accordance with its own procedural laws; (d) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (e) the New York court applied the substantive laws as designated by the Luxembourg conflict of law rules; and (f) the judgment does not contravene Luxembourg public policy (as such term is interpreted under the laws of Luxembourg); provided, further, that, in the case of Panama, such judgment may not violate the sovereignty of public policy of Panama; provided, further, that any judgment may be subject to the issuance of a writ of exequatur by the Supreme Court of the Republic of Panama (sala cuarta) in respect of a final judgment rendered in a foreign jurisdiction only if (i) such judgment arises out of an in personam action, (ii) the party against whom the judgment was rendered (or its agent) was personally served in such action within the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; foreign court, (iii) such the obligation in respect of which the judgment was for a fixed sum (including an award for damages); obtained is lawful in the jurisdiction and (iv) such judgment was not contrary is properly authenticated by diplomatic or consular officers of the jurisdiction or pursuant to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination 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 unless the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court1961 Hague Convention.

Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or a New York state court located in the State of New York Court (each, a “New York Court”as defined below) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank Company based upon any of the Transaction Documents would be declared enforceable against recognized and enforced by PRC courts, subject to conditions and restrictions described under the Bank by caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to the applicable provisions of the PRC Civil Procedures Law and the General Principles of Civil Law of the PRC relating to the enforceability of foreign judgments. It is not necessary that the Transaction Documents, the Registration Statement, the Pricing Disclosure Package, the Prospectus or any other document be filed or recorded with any court or other authority in the Cayman Islands or the PRC. The courts of Jamaicathe Cayman Islands would recognize as a valid judgment, without reconsideration or reexamination of the merits; provided that the Jamaican court is satisfied that (i) a final and conclusive judgment in personam obtained in the New York Court against the Company based upon the Transaction Documents under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had competence by virtue proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of submission natural justice of the parties to the jurisdiction of the court at the time at which the action was brought; Cayman Islands, (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Jamaica; and (vc) such judgment was not obtained by fraud. No order has been made extending , (d) the provisions enforcement of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica judgment would not be contrary to the United States. Accordinglypublic policy of the Cayman Islands, judgments obtained in any New York Court would have (e) no new admissible evidence relevant to be enforced in Jamaica by filing a fresh the action on is submitted prior to the rendering of the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination or review the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated unless the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York CourtCayman Islands.

Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or a New York state court located in the State of New York Court (each, a “New York Court”as defined below) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank Company based upon any this Agreement and the Deposit Agreement would be recognized and enforced by courts of the Transaction Documents would be declared enforceable against Xxxxxx Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the Bank by PRC (as the courts of Jamaica, case may be) without reconsideration or reexamination of the merits; provided that the Jamaican court is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination 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 unless upon, by the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction courts of the New York CourtXxxxxx Xxxxxxx, did not voluntarily appear or otherwise submit or agree xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, subject to submit conditions and restrictions described under the caption “Enforcement of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to the jurisdiction applicable provisions of such New York Court; (ii) the PRC Civil Procedures Law and the General Principles of Civil Law of the PRC relating to the enforceability of foreign judgments. The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment debtor, being the defendant in the proceedings, was not duly served with the process of personam obtained in the New York Court and did not appear notwithstanding that it was ordinarily resident against the Company based upon this Agreement or was carrying on business within the jurisdiction Deposit Agreement under which a sum of the New York Court money is payable (other than a sum of money payable in respect of multiple damages, taxes or agreed to submit to the jurisdiction other charges of such New York Court; (iii) the judgment was obtained by fraud; a like nature or (iv) the judgment was in respect of a cause fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of action which for reasons natural justice of Jamaican the Cayman Islands, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy or for some other similar reason could not have been entertained of the Cayman Islands, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. The Company is not aware of any reason why the enforcement in the Xxxxxx Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the PRC of such a New York CourtCourt judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or PRC.

Enforcement of Foreign Judgments. Any Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank such Selling Stockholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank Company by the courts of JamaicaDenmark, Germany, Luxembourg or Panama, as applicable, without reconsideration or reexamination of the merits; provided that, in the case of Denmark, a final and conclusive judgment obtained in a New York court rendered in an action brought in accordance with New York law will neither be recognized nor enforced by the Danish courts without a review of the merits, subject to the exceptions; provided, further, that in any such proceedings taken in the Jamaican Danish courts, the Danish courts would give consideration as evidence to a final and conclusive judgment obtained in the courts of New York against a Danish party; provided, further, that, in the case of Luxembourg, the following conditions laid down by Luxembourg law (and court precedent) for enforcement of foreign court awards may have to be justified: (a) the judgment is satisfied that final and duly enforceable in the jurisdiction where the decision is rendered; (ib) the New York Court court had competence by virtue of submission jurisdiction over the subject matter of the parties action leading to the judgment and in particular the EUR1215/2012 inter alia on jurisdiction and the enforcement of foreign judgments or the Luxembourg Nouveau Code de procédure civile do not provide for exclusive jurisdiction of the Luxembourg court over the subject matters of such action; (c) the New York court has acted in accordance with its own procedural laws; (d) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (e) the New York court applied the substantive laws as designated by the Luxembourg conflict of law rules; and (f) the judgment does not contravene Luxembourg public policy (as such term is interpreted under the laws of Luxembourg); provided, further, that, in the case of Panama, such judgment may not violate the sovereignty of public policy of Panama; provided, further, that any judgment may be subject to the issuance of a writ of exequatur by the Supreme Court of the Republic of Panama (sala cuarta) in respect of a final judgment rendered in a foreign jurisdiction only if (i) such judgment arises out of an in personam action, (ii) the party against whom the judgment was rendered (or its agent) was personally served in such action within the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; foreign court, (iii) such the obligation in respect of which the judgment was for a fixed sum (including an award for damages); obtained is lawful in the jurisdiction and (iv) such judgment was not contrary is properly authenticated by diplomatic or consular officers of the jurisdiction or pursuant to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination 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 unless the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court1961 Hague Convention.

Enforcement of Foreign Judgments. Any Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank Company or Carnival plc based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank Company or Carnival plc by the courts of Jamaicathe Republic of Panama and the United Kingdom, without reconsideration or reexamination of the merits; provided that merits ((A) in the Jamaican case of Panama, upon the institution of exequatur proceedings in the Supreme Court of the Republic of Panama for any final money judgement rendered by any foreign court is satisfied that will be recognizable, conclusive and enforceable without reconsideration of the merits and upon determination by such tribunal that: (i) the New York Court had competence by virtue of submission courts of the parties to country wherein the jurisdiction judgment or award was obtained would in similar circumstances recognize a final judgment from the courts of the court at the time at Republic of Panama (which the action was broughtSupreme Court of Panama will presume to be the case, unless proved otherwise); (ii) such judgment was final and conclusivehas been issued as a consequence of an in personam action against the defendant; (iii) the party against whom the judgment or award was rendered, or such judgment person's agent, was for a fixed sum (including an award for damages)personally served in such action within such foreign jurisdiction; (iv) such judgment was not contrary to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination or review of the merits of the cause of action upon which the judgment or award was based does not contravene the public order or public policy of the Republic of Panama and the obligation in respect of which the original judgment was given rendered is lawful in the Republic of Panama; (v) the documents evidencing the judgment or re-litigation award are in authentic form according to the laws of the matters adjudicated unless country wherein it was rendered and have been properly authenticated by a Consul of the Jamaican Republic of Panama or with the Apostille pursuant to the 1961 Hague Convention Abolishing the Requirement of Legalization of Foreign Public Documents, and (iv) a copy of the judgment has been translated into Spanish by a licensed translator in the Republic of Panama; and (B) in the case of England and Wales, subject to the enforcement proceedings being initiated before a court is satisfied that of competent jurisdiction in England and Wales and subject to certain exceptions including (iamongst other things) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within U.S. court having had jurisdiction over the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant in the original proceedings, was the U.S. judgment being final and conclusive on the merits and being for a debt or definite sum of money, the U.S. judgment not duly served with contravening English public policy, and the process of the New York Court and did U.S. judgment not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was having been obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court).

Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or a New York state court located in the State of New York Court (each, a “New York Court”as defined below) having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank Company based upon any this Agreement and the Deposit Agreement would be recognized and enforced by courts of the Transaction Documents would be declared enforceable against Cayman Islands, the Bank by British Virgin Islands, Hong Kong and the courts of Jamaica, PRC (as the case may be) without reconsideration or reexamination of the merits; provided that the Jamaican court is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination 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 unless upon, by the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction courts of the New York CourtCayman Islands, did not voluntarily appear or otherwise submit or agree the British Virgin Islands, Hong Kong and PRC, subject to submit conditions and restrictions described under the caption “Enforcement of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to the jurisdiction applicable provisions of such New York Court; (ii) the PRC Civil Procedures Law and the General Principles of Civil Law of the PRC relating to the enforceability of foreign judgments. The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment debtor, being the defendant in the proceedings, was not duly served with the process of personam obtained in the New York Court and did not appear notwithstanding that it was ordinarily resident against the Company based upon this Agreement or was carrying on business within the jurisdiction Deposit Agreement under which a sum of the New York Court money is payable (other than a sum of money payable in respect of multiple damages, taxes or agreed to submit to the jurisdiction other charges of such New York Court; (iii) the judgment was obtained by fraud; a like nature or (iv) the judgment was in respect of a cause fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of action which for reasons natural justice of Jamaican the Cayman Islands, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy or for some other similar reason could not have been entertained of the Cayman Islands, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. The Company is not aware of any reason why the enforcement in the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC of such a New York CourtCourt judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or PRC.

Enforcement of Foreign Judgments. Any If such Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York (each, a “New York Court”) Court having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank such Selling Shareholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank such Selling Shareholder by the courts of JamaicaArgentina, Uruguay, the Cayman Islands or Colombia, as applicable to such Selling Shareholder, without reconsideration or reexamination of the merits; provided that the Jamaican court such Argentine, Uruguayan, Cayman Islands or Colombian court, as applicable to such Selling Shareholder, is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of JamaicaArgentina, Uruguay, the Cayman Islands or Colombia, as the case may be; and (v) such judgment was not obtained by fraud; provided, further, that (A) in the case of Argentine courts, foreign judgments would be recognized provided that the following requirements of Article 517 of the Civil and Commercial Procedure Code (approved by Law No. No order 17,454 as amended by Law No. 22,434) are met: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons, and in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been made extending effected and the provisions defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court Cayman Islands and is not in respect of taxes, a fine or a penalty; (iii) such judgments were not obtained by fraudulent means and do not conflict with any suitother valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court; (C) in the case of Uruguayan courts, action or proceeding against the Bank based upon any Transaction Document foreign judgments would be declared enforceable against provided that the Bank by the courts following requirements of Jamaica without reexamination or review Article 539 of the merits General Code of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated unless the Jamaican court is satisfied that Procedure are met: (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within must be valid and authentic in the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Courtwhere it was rendered; (ii) the judgment debtor, being and documents attached are duly apostilled or legalized and translated; (iii) the court enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; (iv) the defendant in against whom enforcement of the proceedings, judgment is sought was not duly served with the process summons in accordance to the procedure established by the law of the New York Court place of jurisdiction; (v) the defense of both parties was assured; (vi) the judgment is final and did conclusive; and (vii) the judgment does not appear notwithstanding violate the principles of public policy under Uruguayan law; and (D) in the case of Colombian courts, foreign judgments would be recognized provided that it was ordinarily resident or was carrying on business within the jurisdiction following requirements of Article 606 of the New York Court Colombian Code of General Procedure are met: (i) the foreign judgment does not involved in rem rights over property located in the territory of Colombia at the time the judgment was rendered; (ii) the judgment is not contrary to Colombian laws or agreed to submit to other public order rules, excluding the jurisdiction rules of such New York Courtprocedure; (iii) the judgment was obtained by fraudis final and a duly certified copy is presented for enforcement; or (iv) the matter over which the judgment was is rendered is not of the exclusive jurisdiction of Colombian courts; (v) no Colombian judgment or proceeding dealing with the same matter exists; and (vi) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard in respect accordance to the law of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Courtcountry where the judgment is rendered.

Enforcement of Foreign Judgments. Any final A judgment for of a fixed or determined sum of money rendered by any U.S. federal or New York state relevant court located sitting in the State of New York (eachYork, a “New York Court”) being recognised by the English courts as having jurisdiction under its own laws to give that judgment, finally and conclusively establishing a debt, should be capable of enforcement in respect of any suit, action the English courts without a retrial or proceeding against the Bank based upon any re-examination of the Transaction Documents would be declared enforceable against the Bank by the courts of Jamaicamatters thereby adjudicated, without reconsideration or reexamination of the merits; provided that the Jamaican court is satisfied that Parent may have defences open to it and enforcement may not be permitted if, amongst other things: (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination 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 unless the Jamaican court is satisfied that (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iiia) the judgment was obtained by fraud; ; (b) the judgment contravenes public policy in England and Wales; (c) the judgment is for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a foreign law that an English court considers to relate to a penal, revenue or other public law; (ivd) the judgment was obtained in respect proceedings contrary to natural or substantial justice; (e) the judgment amounts to judgment on a matter previously determined by an English court or conflicts with a judgment on the same matter given by a court other than a court of a cause the State of action New York; (f) the judgment is given in proceedings brought in breach of an agreement under which the dispute in question was to be settled otherwise than by proceedings in the courts of the State of New York, those proceedings were not brought in the courts of the State of New York by or with the agreement of the Parent, and the Parent did not counterclaim in the proceedings or otherwise submit to the jurisdiction of the courts of the State of New York, and provided that the said agreement for settlement of disputes was not illegal, void or unenforceable or was incapable of being performed for reasons not attributable to the fault of Jamaican public policy the party bringing the proceedings in which the judgment was given; (g) the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for some other similar reason could not have been entertained the loss or damage sustained, or is a judgment that is otherwise specified in section 5 of the Protection of Trading Xxxxxxxxx Xxx 0000, or is a judgment based on measures designated by the New York CourtSecretary of State under section 1 of that Act; and (h) enforcement proceedings are not commenced within six years of the date of such judgment.