Enforcement of Judgments. A final, non-appealable judgment granted by a foreign court against the Partnership Parties would be enforceable in the courts of the Republic of the Xxxxxxxx Islands without a retrial of the merits of the matter provided that: (a) the judgment was for a sum of money and was final in the jurisdiction granting the judgment; (b) the court granting the judgment had jurisdiction under the laws of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public order; and (c) the defendant was actually present in person or by duly appointed representative, and the judgment did not constitute in effect a default judgment; In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands. (i) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission. (ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus. (iii) To the knowledge of such counsel, other than as set forth in the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement. (iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party thereto, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing. (v) The description of the United States federal statutes and regulations incorporated by reference in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications and assumptions stated therein. (vi) The statements in the Disclosure Package and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description of the Common Units” and the statements incorporated by reference in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions of agreements, fairly describe in all material respects the portions of the agreements addressed thereby. (vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them. (viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act. (ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York and (iv) state that they express no opinion with respect to (a) any permits to own or operate any real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (v), (vi) and (vii) above), on the basis of the foregoing (relying with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that (A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time prior to the time of the first sale of the Units by any Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement.
Appears in 1 contract
Enforcement of Judgments. A finalAny final and conclusive judgment obtained in a U.S. federal or state court of competent jurisdiction sitting in New York City in a civil or commercial suit arising out of or in relation to the obligations of such Selling Stockholder under this Agreement or the transactions contemplated hereby will be enforceable against such Selling Stockholder and will be recognized in the jurisdiction of organization or incorporation or residence of such Selling Stockholder, non-appealable provided that the laws of the jurisdiction of incorporation of a Selling Stockholder may require, inter alia, proof that: (i) the judgment is duly enforceable in New York; (ii) the New York Court had jurisdiction over the subject matter of the action leading to the judgment; (iii) the New York Court has acted in accordance with its own procedural laws; (iv) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (v) the New York Court applied the substantive laws chosen by the parties to govern this Agreement; and (vi) the judgment is not contrary to public policy in the Selling Stockholder’s jurisdiction of incorporation; provided further that such judgment (a) is given by a foreign court against of competent jurisdiction; (b) imposes on the Partnership Parties would be enforceable judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the courts enforcement of which is contrary to natural justice or the public policy of the Republic jurisdiction of incorporation of the Xxxxxxxx Islands without a retrial Selling Stockholder; and provided further that for the enforceability of this Agreement and/or any other Transaction Document before Argentine courts the merits of the matter provided that:
following requirements must be satisfied: (ai) the original judgment was shall fulfill all enforceability requirements in compliance with Articles 517 through 519 of Law No. 17,454 (Argentine Code for a sum of money Civil and was Commercial Procedures), as amended, namely that: (A) the judgment, which must be final in the jurisdiction granting where rendered, was issued by a competent court in accordance with Argentine laws regarding conflicts of laws and jurisdiction and other principles and rules of international law, and resulted from a personal action or an in rem action with respect to personal property, as opposed to real property, which was transferred to Argentina during or after the judgment;
(b) the court granting the judgment had jurisdiction under the laws prosecution of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public orderforeign action; and
(cB) the defendant was actually present in person or by duly appointed representative, and against whom enforcement of the judgment did is sought was personally served with the summons of the action and, in accordance with due process of law, was given an opportunity to defend itself against the foreign action; (C) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (D) the judgment does not constitute in effect violate the principles of public policy of Argentine law (including Argentine Law No. 24,871); and (E) the judgment is not contrary to a default judgmentprior or simultaneous judgment of an Argentine court; In rendering such opinion, such counsel may (Aii) rely in respect of matters of fact upon certificates of officers any document in a language other than Spanish (including, without limitation, the foreign judgment and employees of other documents related thereto), a duly legalized translation by a sworn public translator into the Partnership Entities and upon information obtained from public officials, (B) assume that all documents Spanish language shall be submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Actrelevant court; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge filing of such counsel, other than as set forth in claims with the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party thereto, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may Argentine judicial system shall be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes and regulations incorporated by reference in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications payment of a court tax to be paid by the person filing a claim and assumptions stated therein.
which tax rates vary from one jurisdiction to another (vi) The statements the current court tax in the Disclosure Package and courts sitting in the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description City of Buenos Aires is levied at a rate of 3% of the Common Units” and the statements incorporated by reference amount claimed in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions conformity with Article 2 of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the ActArgentine Law No. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York 23,898); and (iv) state that they express no opinion with respect pursuant to Argentine Law No. 26,589 (a) any permits to own or operate any real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (vamended), (vi) and (vii) above), on the basis of the foregoing (relying with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that
(A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to certain mediation procedures must be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time exhausted prior to the time initiation of lawsuits in Argentina (with the exception, among others, of bankruptcy and executory proceedings, which executory proceedings include the enforcement of foreign judgments, in which case mediation procedures remain optional for the plaintiff). Subject to the preceding sentence, all formalities required in Argentina for the validity and enforceability (including any necessary registration, recording or filing with any court or other governmental authority) of this Agreement and each other Transaction Document have been accomplished, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or any of the first sale other Transaction Documents in Argentina or any political subdivision thereof or agency therein that any of the Units by them be filed or recorded with any Underwriter)court, contained an untrue statement of a material fact authority or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included agency in, or excluded fromthat any stamp, the Registration Statementregistration or similar taxes or duties (other than court taxes referred to above) be paid to any court, the Disclosure Package authority or the Prospectus agency of Argentina or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statementany political subdivision thereof.
Appears in 1 contract
Enforcement of Judgments. A final, non-appealable judgment granted by a foreign court against the Partnership Parties would may be enforceable recognized in the courts Republic of The Xxxxxxxx Islands, so long as the foreign judgment grants or denies recovery of a sum of money, and is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal. A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii), the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the The Xxxxxxxx Islands without a retrial of the merits of the matter provided that:
Islands, (aiv) the judgment was for a sum of money conflicts with another final and was final conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction granting based only on personal service, the judgment;
(b) foreign court was a seriously inconvenient forum for the court granting the judgment had jurisdiction under the laws trial of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public order; and
(c) the defendant was actually present in person or by duly appointed representative, and the judgment did not constitute in effect a default judgment; action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge of such counsel, other than as set forth in the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party thereto, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes and regulations incorporated by reference in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications and assumptions stated therein.
(vi) The statements in the Disclosure Package and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description of the Common Units” and the statements incorporated by reference in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, Registration Statement is confirmed, and the Underwriters Underwriter may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York and (iv) state that they express no opinion with respect to (a) any permits to own or operate any real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters Underwriter and their its counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (v), (vi) and (vii) above), on the basis of the foregoing (relying with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that
(A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time prior to the time of the first sale of the Units by any the Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement.
Appears in 1 contract
Enforcement of Judgments. A final, non-appealable judgment granted by a foreign court against the Partnership Parties would may be enforceable recognized in the courts Republic of The Xxxxxxxx Islands, so long as the foreign judgment grants or denies recovery of a sum of money, and is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal. A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the The Xxxxxxxx Islands without a retrial of the merits of the matter provided that:
Islands, (aiv) the judgment was for a sum of money conflicts with another final and was final conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction granting based only on personal service, the judgment;
(b) foreign court was a seriously inconvenient forum for the court granting the judgment had jurisdiction under the laws trial of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public order; and
(c) the defendant was actually present in person or by duly appointed representative, and the judgment did not constitute in effect a default judgment; action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the The Republic of Liberia the Xxxxxxxx Islands and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge of such counsel, other than as set forth in the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party thereto, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes law. Opinion should be to the effect that:
(a) Status. Teekay Luxembourg S.a.r.l., a Luxembourg company (“Luxco”), has been duly incorporated for an unlimited duration and regulations incorporated by reference validly exists in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 form of a private limited company (the “2011 Form 20-F”société à responsabilité limitée) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications and assumptions stated therein.
(vi) The statements in the Disclosure Package and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description of the Common Units” and the statements incorporated by reference in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York and (iv) state that they express no opinion with respect to (a) any permits to own or operate any real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (v), (vi) and (vii) above), on the basis of the foregoing (relying with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that
(A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time prior to the time of the first sale of the Units by any Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration StatementLuxembourg.
Appears in 1 contract
Samples: Equity Distribution Agreement (Teekay LNG Partners L.P.)
Enforcement of Judgments. A finalAs applied to the Company, nonthe Xxxxxxxx Islands Uniform Foreign Money-appealable Judgments Xxxxxxxxxxx Xxx, 00 Xxxxxxxx Xxxxxxx Revised Code Chapter 4, provides that a judgment granted by a foreign court against the Partnership Parties would Company may be enforceable recognized in the courts Republic of the Xxxxxxxx Islands, to the extent that the foreign judgment grants or denies recovery of a sum of money, and so long as the judgment is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal (although a court may stay proceedings until the appeal has been determined or until the expiration of a period of time sufficient to enable to the defendant to prosecute the appeal). A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant (subject to certain exceptions), (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Xxxxxxxx Islands without a retrial of the merits of the matter provided that:
Islands, (aiv) the judgment was for a sum of money conflicts with another final and was final conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction granting based only on personal service, the judgment;
(b) foreign court was a seriously inconvenient forum for the court granting the judgment had jurisdiction under the laws trial of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public order; and
(c) the defendant was actually present in person or by duly appointed representative, and the judgment did not constitute in effect a default judgment; action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge of such counsel, other than as set forth in the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party theretoFederal laws, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes and regulations incorporated by reference in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications and assumptions stated therein.
(vi) The statements in the Disclosure Package and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description of the Common Units” and the statements incorporated by reference in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York and the laws of the Republic of The Xxxxxxxx Islands, (ivD) state that they express no opinion with respect to (a) the title of any permits of the Teekay Entities to own or operate any of their respective real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning purported to be transferred by the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (v), (vi) and (vii) above), on the basis of the foregoing (relying Contribution Documents nor with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives accuracy or descriptions of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that
(A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact real or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time prior to the time of the first sale of the Units by any Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statementpersonal property.
Appears in 1 contract
Samples: Equity Distribution Agreement (Teekay Tankers Ltd.)
Enforcement of Judgments. A finalAny final and conclusive judgment obtained in a U.S. federal or state court of competent jurisdiction sitting in New York City in a civil or commercial suit arising out of or in relation to the obligations of the Selling Stockholder under this Agreement or the transactions contemplated hereby will be enforceable against the Selling Stockholder and will be recognized in the jurisdiction of residence of the Selling Stockholder, non-appealable provided that the laws of the jurisdiction of incorporation of the Selling Stockholder may require, inter alia, proof that: (i) the judgment is duly enforceable in New York; (ii) the New York Court had jurisdiction over the subject matter of the action leading to the judgment; (iii) the New York Court has acted in accordance with its own procedural laws; (iv) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (v) the New York Court applied the substantive laws chosen by the parties to govern this Agreement; and (vi) the judgment is not contrary to public policy in the Selling Stockholder’s jurisdiction of incorporation; provided further that such judgment (a) is given by a foreign court against of competent jurisdiction; (b) imposes on the Partnership Parties would be enforceable judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the courts enforcement of which is contrary to natural justice or the public policy of the Republic jurisdiction of incorporation of the Xxxxxxxx Islands without a retrial Selling Stockholder; and provided further that for the enforceability of this Agreement and/or any other Transaction Document before Argentine courts the merits of the matter provided that:
following requirements must be satisfied: (ai) the original judgment was shall fulfill all enforceability requirements in compliance with Articles 517 through 519 of Law No. 17,454 (Argentine Code for a sum of money Civil and was Commercial Procedures), as amended, namely that: (A) the judgment, which must be final in the jurisdiction granting where rendered, was issued by a competent court in accordance with Argentine laws regarding conflicts of laws and jurisdiction and other principles and rules of international law, and resulted from a personal action or an in rem action with respect to personal property, as opposed to real property, which was transferred to Argentina during or after the judgment;
(b) the court granting the judgment had jurisdiction under the laws prosecution of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public orderforeign action; and
(cB) the defendant was actually present in person or by duly appointed representative, and against whom enforcement of the judgment did is sought was personally served with the summons of the action and, in accordance with due process of law, was given an opportunity to defend itself against the foreign action; (C) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (D) the judgment does not constitute in effect violate the principles of public policy of Argentine law (including Argentine Law No. 24,871); and (E) the judgment is not contrary to a default judgmentprior or simultaneous judgment of an Argentine court; In rendering such opinion, such counsel may (Aii) rely in respect of matters of fact upon certificates of officers any document in a language other than Spanish (including, without limitation, the foreign judgment and employees of other documents related thereto), a duly legalized translation by a sworn public translator into the Partnership Entities and upon information obtained from public officials, (B) assume that all documents Spanish language shall be submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Actrelevant court; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge filing of such counsel, other than as set forth in claims with the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party thereto, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may Argentine judicial system shall be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes and regulations incorporated by reference in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications payment of a court tax to be paid by the person filing a claim and assumptions stated therein.
which tax rates vary from one jurisdiction to another (vi) The statements the current court tax in the Disclosure Package and courts sitting in the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description City of Buenos Aires is levied at a rate of 3% of the Common Units” and the statements incorporated by reference amount claimed in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions conformity with Article 2 of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the ActArgentine Law No. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York 23,898); and (iv) state that they express no opinion with respect pursuant to Argentine Law No. 26,589 (a) any permits to own or operate any real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (vamended), (vi) and (vii) above), on the basis of the foregoing (relying with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that
(A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to certain mediation procedures must be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time exhausted prior to the time initiation of lawsuits in Argentina (with the exception, among others, of bankruptcy and executory proceedings, which executory proceedings include the enforcement of foreign judgments, in which case mediation procedures remain optional for the plaintiff). Subject to the preceding sentence, all formalities required in Argentina for the validity and enforceability (including any necessary registration, recording or filing with any court or other governmental authority) of this Agreement and each other Transaction Document have been accomplished, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or any of the first sale other Transaction Documents in Argentina or any political subdivision thereof or agency therein that any of the Units by them be filed or recorded with any Underwriter)court, contained an untrue statement of a material fact authority or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included agency in, or excluded fromthat any stamp, the Registration Statementregistration or similar taxes or duties (other than court taxes referred to above) be paid to any court, the Disclosure Package authority or the Prospectus agency of Argentina or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statementany political subdivision thereof.
Appears in 1 contract
Enforcement of Judgments. A final, non-appealable judgment granted by a foreign court against the Partnership Parties would may be enforceable recognized in the courts Republic of The Xxxxxxxx Islands, so long as the foreign judgment grants or denies recovery of a sum of money, and is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal. A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii), the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the The Xxxxxxxx Islands without a retrial of the merits of the matter provided that:
Islands, (aiv) the judgment was for a sum of money conflicts with another final and was final conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction granting based only on personal service, the judgment;
(b) foreign court was a seriously inconvenient forum for the court granting the judgment had jurisdiction under the laws trial of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public order; and
(c) the defendant was actually present in person or by duly appointed representative, and the judgment did not constitute in effect a default judgment; action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Golar Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge of such counsel, other than as set forth in the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Omnibus Agreement and the Unit Purchase Contribution Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Golar Entities party thereto, each of the Purchase Omnibus Agreement and the Unit Purchase Contribution Agreement constitute constitutes a valid and legally binding obligation of Golar, Golar Energy and such Partnership Golar Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes and regulations incorporated by reference set forth in the Disclosure Package and the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business OverviewBusiness—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “Business—Environmental and Other Regulation—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications and assumptions stated therein.
(vi) The statements in the Disclosure Package and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions,” “How We Make Cash Distributions,” “Certain Relationships and Related Party Transactions - Agreements Governing the Transactions - Omnibus Agreement,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units” and the statements incorporated by reference in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus The Partnership Agreement,” insofar as they constitute descriptions of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, Registration Statement is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. .
(x) The offer, issuance and sale of the Sponsor Units to Golar and of the Incentive Distribution Rights to the General Partner and Golar Energy are exempt from the registration requirements of the Act.
(xi) Upon payment for the Units to be sold by Golar, delivery of such Units, as directed by the Underwriters, to Cede or such other nominee as may be designated by The Depository Trust Company (“DTC”), the registration of such Units in the name of Cede or such other nominee and the crediting of the Units on the books of DTC to “securities accounts” (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor the Underwriters have “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC) to such Units) (i) the Underwriters will acquire a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) in respect of such Units and (ii) no action based on any “adverse claim” (within the meaning of Section 8-102(a)(1) of the UCC) to such Units may be asserted against the Underwriters with respect to such “security entitlement.” In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Golar Parties, upon certificates of officers and employees of the Partnership Golar Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York and (iv) state that they express no opinion with respect to (a) any permits to own or operate any real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Golar Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (v), (vi) and (vii) above), on the basis of the foregoing (relying with respect to factual matters to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Golar Entities), no facts have come to such counsel’s attention that have led them to believe that
(A) the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure PackagePackage and the price to the public, the number of Firm Units and the number of Option Units to be included on the cover page of the Prospectus, when taken together as a whole, as of the Execution Time (which we have assumed, with your permission, is a time prior to the time of the first sale of the Units by any Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting datadata or information relating to the liquefied natural gas industry or the FSRU industry, and included in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement.
(i) Formation of Golar. Golar is duly incorporated for an indefinite period as an exempted limited company, and is validly existing and in good standing under the laws of Bermuda and has all requisite corporate capacity and power to acquire and own securities and or participations in Bermuda or foreign corporations and to own or lease its properties and conduct its business, in each case in all material respects as described in the Disclosure Package and the Prospectus.
Appears in 1 contract
Enforcement of Judgments. A finalAs applied to the Company, nonthe Xxxxxxxx Islands Uniform Foreign Money-appealable Judgments Xxxxxxxxxxx Xxx, 00 Xxxxxxxx Xxxxxxx Revised Code Chapter 4, provides that a judgment granted by a foreign court against the Partnership Parties would Company may be enforceable recognized in the courts Republic of the Xxxxxxxx Islands, to the extent that the foreign judgment grants or denies recovery of a sum of money, and so long as the judgment is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal. A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Xxxxxxxx Islands without a retrial of the merits of the matter provided that:
Islands, (aiv) the judgment was for a sum of money conflicts with another final and was final conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction granting based only on personal service, the judgment;
(b) foreign court was a seriously inconvenient forum for the court granting the judgment had jurisdiction under the laws trial of the place where it sat and the judgment did not offend principles of the Republic of the Xxxxxxxx Islands as to due process, propriety or public order; and
(c) the defendant was actually present in person or by duly appointed representative, and the judgment did not constitute in effect a default judgment; action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, and (C) state that their opinion is limited to the laws of the Republic of Liberia and the Republic of The Xxxxxxxx Islands.
(i) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (excluding the effect of Rule 424(b)(8)); to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened by the Commission.
(ii) The Registration Statement, on the Effective Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the date hereof, appeared, on their face to be appropriately responsive, in all material respects, to the requirements of the Act, except that in each case such counsel expresses no opinion with respect to the financial statements and related schedules (including the notes and schedules thereto and the auditors’ reports thereon), and any other financial or accounting data contained in or omitted from the Registration Statement or the Prospectus.
(iii) To the knowledge of such counsel, other than as set forth in the Partnership Agreement, there are no contracts, agreements or understandings between any of the Partnership Entities and any person granting such person the right to have any securities registered pursuant to the Registration Statement.
(iv) Assuming that the Purchase Agreement and the Unit Purchase Agreement have been duly authorized and validly executed and delivered by Golar, Golar Energy and each of the Partnership Entities party theretoFederal laws, the Purchase Agreement and the Unit Purchase Agreement constitute a valid and legally binding obligation of Golar, Golar Energy and such Partnership Entities, as applicable, enforceable against each of them in accordance with its respective terms, provided that (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and implied covenants of good faith and fair dealing.
(v) The description of the United States federal statutes and regulations incorporated by reference in the Prospectus from the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) under the captions “Item 4. Information on the Partnership—Business Overview—Environmental and Other Regulation—United States Environmental Regulation of LNG Vessels” and “—Vessel Security Regulations,” constitute accurate summaries of such statutes and regulations in all material respects, subject to the qualifications and assumptions stated therein.
(vi) The statements in the Disclosure Package and the Prospectus under the captions “Our Cash Distribution Policy and Restrictions on Distributions” and “Description of the Common Units” and the statements incorporated by reference in the Prospectus from the 2011 Form 20-F under the caption “Item 7.B. Related Party Transactions—Omnibus Agreement,” insofar as they constitute descriptions of agreements, fairly describe in all material respects the portions of the agreements addressed thereby.
(vii) The opinion of Xxxxxx & Xxxxxx L.L.P. that is filed as Exhibit 8.1 to the Current Report on Form 6-K of the Partnership, dated the Closing Date, is confirmed, and the Underwriters may rely upon such opinion as if it were addressed to them.
(viii) The Partnership is not, and after giving effect to the offering and sale of the Units, the Partnership will not be, an “investment company” as defined in the Investment Company Act.
(ix) Insofar as matters of U.S. Federal law and New York State law are concerned, to the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement or the Prospectus but are not so described, or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Act. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations and warranties of the Partnership Parties, upon certificates of officers and employees of the Partnership Entities and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by federal law and the applicable laws of the State of New York and the laws of the Republic of The Xxxxxxxx Islands, (ivD) state that they express no opinion with respect to (a) the title of any permits of the Teekay Entities to own or operate any of their respective real or personal property or (b) any state or local, estate, gift or alternative minimum tax considerations concerning purported to be transferred by the ownership or disposition of the Units. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, and the independent registered public accounting firm for the Partnership, the Underwriters and their counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed and, although they have not independently verified, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus (except as and to the extent set forth in paragraphs (v), (vi) and (vii) above), on the basis of the foregoing (relying Contribution Documents nor with respect to factual matters the accuracy or descriptions of real or personal property. References to the extent they deem appropriate upon statements by officers and other representatives of the Partnership Entities), no facts have come to such counsel’s attention that have led them to believe that
Final Prospectus in this paragraph (Ac) the Registration Statement, shall also include any supplements thereto at the Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
(B) the Disclosure Package, as of the Execution Time (which we have assumed, with your permission, is a time prior to the time of the first sale of the Units by any Underwriter), contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(C) the Prospectus, as of its date and as of the applicable Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that such counsel need not express any statement or belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon included in the Registration Statement, the Disclosure Package or the Prospectus, (ii) any other financial or accounting data, and included in, or excluded from, the Registration Statement, the Disclosure Package or the Prospectus or (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement.
Appears in 1 contract
