Foreign Law. Each Guarantor has consulted with appropriate foreign legal counsel with respect to any of the above representations for which non-U.S. law is applicable. Such foreign counsel have advised each applicable Guarantor that such counsel knows of no reason why any of the above representations would not be true and accurate. Such foreign counsel were provided with copies of this Subsidiary Guarantee and the Transaction Documents prior to rendering their advice.
Foreign Law. Each Guarantor has had the opportunity to consult with appropriate foreign legal counsel with respect to any of the above representations for which non-U.S. law is applicable.
Foreign Law. If the Trustee or a Noteholder is entitled to an exemption from or reduction of Taxes, with respect to payments under this Guaranty, the Trustee or such Noteholder (as applicable) shall provide to the Guarantor, as reasonably requested by the Guarantor (who shall provide the Trustee or the Noteholder, as the case may be, the relevant documentation, forms and instructions prescribed by applicable law), such documentation as will permit payments under this Guaranty to be made without withholding or at a reduced rate; provided, however, if any documentation or form referred to in this subsection (e) required the disclosure of information that the Trustee or the Noteholder, as the case may be, reasonably considers to be confidential, the Trustee or such Noteholder shall give notice thereof to the Guarantor and shall not be obligated to include in such documentation or form such confidential information.
Foreign Law. The Client duly notes that by using e-banking from abroad the Client or Service User may in certain circumstances violate the law of his country of domicile (e. g. import and export restrictions for encryption algorithms) or other foreign law or that the use of the Bank’s e-banking services may be prohibited. The Client bears sole responsibility for ensuring he is fully informed on this subject. The Bank cannot accept any liability in this regard.
Foreign Law. The Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Secured Parties, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of the Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness issued by the Borrower or any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Borrower or any Subsidiary and pledged in favor of the Secured Parties in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be the holder of any bond issued by the Borrower or any Subsidiary in connection with this Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Subsidiary). The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights of pledge for the benefit of the Secured Parties including a right of pledge with respect to the entitlements to profits, the balance left after winding up and the voting rights of the Borrower as ultimate parent of any subsidiary of the Borrower which is organized under the laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “Dutch Pledge”). Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Borrower or any relevant Subsidiary as will be described in any Dutch Pledge (the “Parallel Debt”), including that any payment received by the Administrative Agent in respect of the Parallel Debt will – conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application – be deem...
Foreign Law. I understand that as an American citizen in a foreign country, I will be subject to the laws of that country. I agree to comply with those laws. I understand and agree that should I fall into legal problems with any foreign nationals or governmental jurisdictions of any country in which I may travel regardless of whether such travel is related to or a requirement of the Program, I will attend to the matter personally with my own personal funds.
Foreign Law. Where the Retainer is affected by the laws of a foreign jurisdiction (including the United States of America), each Client acknowledges that, unless otherwise indicated in writing, GMA is neither competent nor insured to provide advice on foreign law. The Client may elect to retain a foreign lawyer qualified in the relevant jurisdiction for legal advice and services on any foreign law aspects of the Retainer.
Foreign Law. If the Trustee or a Noteholder is entitled to an ----------- exemption from or reduction of Indemnified Taxes, with respect to payments under this Agreement, the Trustee or such Noteholder (as applicable) shall provide to the Standby Purchaser, as reasonably requested by the Standby Purchaser (who shall provide the Trustee or the Noteholder, as the case may be, the relevant documentation, forms and instructions prescribed by applicable law), such documentation as will permit payments under this Agreement to be made without withholding or at a reduced rate; provided, however, if any documentation or -------- ------- form referred to in this subsection (f) requires the disclosure of information that the Trustee or the Noteholder, as the case may be, reasonably considers to be confidential, the Trustee or such Noteholder shall give notice thereof to the Standby Purchaser and shall not be obligated to include in such documentation or form such confidential information.
Foreign Law. (a) All contracts or transactions are each legal, valid and binding on the parties thereto under Hong Kong law (by which each is expressed to be governed).
(b) There are no provisions of laws of any jurisdiction other than Hong Kong which would have any implication on the opinions we express in this Letter.
(c) That all matters (including, without limitation, the obtaining of the necessary consents, licenses, approvals and authorities, the making of the necessary filings, registrations and notifications, and the payment of stamp duties and other documentary taxes and charges) under such laws, other than Hong Kong law, the persons expressed to be parties thereto or other persons affected thereby or the performance or enforcement by or against such parties or such other persons of such of their obligations or rights thereunder as are to be performed or enforced, as the case may be, outside Hong Kong have been duly complied with.
Foreign Law. 4.1 All deeds, instruments, assignments, agreements and other documents in relation to the matters contemplated by the Loan Agreement and this Opinion are within the capacity and powers of and have been validly authorised, executed and delivered by the parties thereto other than COBE.
4.2 All deeds, instruments, assignments, agreements and other documents in relation to the matters contemplated by the Loan Agreement and this Opinion are duly executed, valid and legal obligations binding on and enforceable against the parties thereto (and are not subject to avoidance by any person) under all applicable laws and in all applicable jurisdictions other than the laws of England and all acts, conditions or things required to be fulfilled, performed or effected in connection with the Loan Agreement under the laws of any jurisdiction other than England have been duly fulfilled, performed and effected.
4.3 All deeds, instruments, assignments, agreements and other documents in relation to the matters contemplated by the Loan Agreement and this Opinion, insofar as any of such deeds, instruments, assignments, agreements and other documents falls to be performed in any jurisdiction other than England, will not be illegal or ineffective by virtue of the laws of that jurisdiction.
4.4 There are no provisions of the laws of any jurisdiction outside England which would be contravened by the execution or delivery of the Loan Agreement, and that none of the opinions expressed herein will be affected by the laws (including the public policy) of any jurisdiction outside England.
4.5 The US law opinions dated [•] 2004 and delivered pursuant to Sections 6.01(c) and 6.01(f) of the Loan Agreement is true, complete and correct in all respects.
