No Requirement to File or Record. This Agreement and the other Transaction Documents are in proper legal form under the laws of Canada for the enforcement thereof in Canada against the Company, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in Canada it is not necessary for this Agreement or any such Transaction Document, as the case may be, to be filed or recorded with any court or other authority in Canada or that any tax or fee be paid in Canada on or in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs (including, without limitation, filing fees). This Agreement and the other Transaction Documents are in proper legal form under the laws of the State of New York for the enforcement thereof in the State of New York against the Company, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in the State of New York that this Agreement or any such Transaction Document, as the case may be, be filed or recorded with any court or other authority in the State of New York or that any tax or fee be paid in the State of New York on or in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs, including (without limitation) filing fees.
No Requirement to File or Record. To ensure the legality, validity, enforcement or admissibility into evidence of this Agreement in a legal or administrative proceeding in Luxembourg, it is not necessary that (i) this Agreement be filed or recorded with any governmental or regulatory authority or court, except that Luxembourg courts may require that any document tabled as evidence be translated into French or German and further except that, in the case of (x) proceedings before a Luxembourg court or (y) the presentation of this Agreement (either directly or by way of reference) to an autorité constituée, such court or autorité constituée may require registration of this Agreement and of all or part of the documents referred to in this Agreement with the Administration de l’Enregistrement et des Domaines in Luxembourg, which may result in registration duties becoming due and payable, at a fixed rate of €12 or at an ad valorem rate which depends on the nature of the registered document, or (ii) that any registration tax, stamp duty or similar tax be paid on or in respect of this Agreement other than court costs (including, without limitation, filing fees, registration duties and deposits to guarantee judgment required by a court in Luxembourg), except as provided in clause (i) of this Section 3(eee).
No Requirement to File or Record. This Agreement and the other Transaction Documents are in proper legal form under the laws of Brazil for the enforcement thereof in Brazil against the Company, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in Brazil, it is not necessary for this Agreement or any such Transaction Document, as the case may be, to be filed or recorded with any court or other authority in Brazil or that any tax or fee be paid in Brazil on or in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs (including, without limitation, filing fees), except that, for the purpose of enforcing and admitting this Agreement and any other Transaction Document executed outside Brazil into evidence before the public agencies and courts in Brazil: (i)(a) the signatures of the parties executing this Agreement and any other Transaction Document outside Brazil shall have been notarized by a notary public licensed as such under the law of the place of signing and the signature of such notary public shall have been legalized by a Brazilian Consulate; (b) this Agreement or any such other Transaction Document, as applicable, shall have been translated into Portuguese by a sworn translator; and (c) this Agreement or any such other Transaction Document, as applicable, shall have been registered with the appropriate Registry of Titles and Deeds in Brazil, together with its sworn translations; or (ii) if the state in which the Transaction Document was executed is party to the Apostille Convention, (a) an authority designated by the state in which the Transaction Document is executed (“Competent Authority”) shall have issued a certificate that authenticates the origin of such Transaction Document (“Apostille”) and (b) the Apostille and such Transaction Document shall have been translated into the Portuguese language by a sworn translator. This Agreement and the other Transaction Documents are in proper legal form under the laws of the State of New York for the enforcement thereof in the State of New York against the Company, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in the State of New York that this Agreement or any such Transaction Document, as the case may be, be filed or recorded with any court or other authority in the State of New York ...
No Requirement to File or Record. This Agreement and the ancillary documents are in proper legal form under the laws of the Bailiwick of Guernsey for the enforcement thereof in the Bailiwick of Guernsey against the Company, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and the ancillary documents in the Bailiwick of Guernsey, it is not necessary for this Agreement and the ancillary documents, as the case may be, to be filed or recorded with any court or other authority or agency in the Bailiwick of Guernsey or that any tax or fee be paid in Guernsey pounds on or in respect of this Agreement and the ancillary documents as the case may be, or any other document, other than court costs (including, without limitation, filing fees). This Agreement and the ancillary documents are in proper legal form under the laws of the State of New York for the enforcement thereof in the State of New York against the Company, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in the State of New York that this Agreement and any such ancillary document, as the case may be, be filed or recorded with any court or other authority in the State of New York or that any tax or fee be paid in the State of New York on or in respect of this Agreement or such ancillary document, as the case may be, or any other document, other than court costs, including, without limitation, filing fees.
No Requirement to File or Record. If such Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement in a legal or administrative proceeding in Argentina, Uruguay or the Cayman Islands, as applicable to such Selling Shareholder, it is not necessary that (i) this Agreement be filed or recorded with any governmental or regulatory authority or court, except (A) with respect to Argentina, the payment of court costs, including, without limitation, filing fees (a court tax of 3% of the amount in controversy imposed with respect to the initiation of any judicial proceeding) and the provision of a certified Spanish translation by a sworn public translator will be required and (B) with respect to Uruguay, the provision of a translation into Spanish by a public translator as required under Article 539 of the Uruguayan General Code of Procedure and an apostilled version will be required, or (ii) that any registration tax, stamp duty or similar tax be paid on or in respect of any of this Agreement other than court costs (including, without limitation, filing fees, registration duties and deposits to guarantee judgment required by a court in Argentina, Uruguay or the Cayman Islands), except that with respect to Argentina and the Cayman Islands, stamp duty may be payable if an original of this Agreement or any other such document is brought into the Cayman Islands or Argentina and as provided in clause (i).
No Requirement to File or Record. This Agreement is in proper legal form under the laws of Bermuda for the enforcement thereof in Bermuda against the Company and to ensure the legality, enforcement or admissibility into evidence of this Agreement in Bermuda, it is not necessary for this Agreement to be filed or recorded with any court or other authority in Bermuda, or that any tax or fee be paid in Bermuda on or in respect of this Agreement or any other document, other than court costs (including, without limitation, filing fees). This Agreement is in proper legal form under the laws of the State of New York for the enforcement thereof in the State of New York against the Company, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement in the State of New York that this Agreement be filed or recorded with any court or other authority in the State of New York or that any tax or fee be paid in the State of New York on or in respect of this Agreement or any other document, other than court costs, including (without limitation) filing fees.
No Requirement to File or Record. To ensure the legality, validity, enforcement or admissibility into evidence of the Transaction Documents in a legal or administrative proceeding in Jamaica, it is not necessary that this Agreement be filed or recorded with any governmental or regulatory authority or court or that any registration tax, stamp duty or similar tax be paid on or in respect of this Agreement or the Deposit Agreement other than court costs, except that under Jamaican law nominal stamp duty is payable within 30 days in respect of any original counterpart of any Transaction Document executed outside of Jamaica and thereafter brought into Jamaica.
No Requirement to File or Record. To ensure the legality, validity, enforcement or admissibility into evidence in a legal or administrative proceeding in Argentina, Mexico or Brazil of this Agreement, it is not necessary that this Agreement be filed or recorded with any governmental or regulatory authority or court or that any registration tax, stamp duty or similar tax be paid on or in respect of this Agreement other than court costs (including without limitation, filing fees and deposits to guarantee judgment required by a court in Argentina, Brazil or Mexico).
No Requirement to File or Record. This Agreement and the other Transaction Documents are in proper legal form under the laws of the Relevant Jurisdictions for the enforcement thereof in the Relevant Jurisdictions, as applicable, against the Company, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and the other Transaction Document in any Relevant Jurisdiction, it is not necessary for this Agreement or the other Transaction Document, as the case may be, to be filed or recorded with any court or other authority in the Relevant Jurisdictions, as applicable, or that any tax or fee be paid in the Relevant Jurisdictions on or in respect of this Agreement or the other Transaction Document, as the case may be, or any other document, other than court costs (including, without limitation, filing fees).
No Requirement to File or Record. To the extent and subject to the assumptions and qualifications set forth in the legal opinions identified in Section 6 below and in the case of the Company and any Guarantor incorporated in Ireland, subject to (i) the filing of the relevant Form C1 containing the relevant particulars of the Security Agreement with the Irish Companies Registration Office and (ii) delivery of a written notice to the Irish Revenue Commissioners in respect of the Security Agreement for the purposes of Section 1001 of the Taxes Consolidation Act 1997 of Ireland (as amended), in each case within 21 days of the date of the Security Agreement and payment of associated fees, this Agreement and the other Transaction Documents to which the Company or relevant Guarantor is a party are in proper legal form under the laws of Ireland for the enforcement thereof in Ireland against the Company and the Guarantors, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and any other Transaction Document to which the Company or relevant Guarantor is a party in Ireland, it is not necessary for this Agreement or any such Transaction Document to which the Company or relevant Guarantor is a party, as the case may be, to be filed or recorded with any court or other authority in Ireland or that any tax or fee be paid in Ireland on or in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs (including, without limitation, filing fees). This Agreement and the other Transaction Documents to which the Company or relevant Guarantor is a party are in proper legal form under the laws of the State of New York for the enforcement thereof in the State of New York against the Company and the Guarantors, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in the State of New York that this Agreement or any such Transaction Document, as the case may be, be filed or recorded with any court or other authority in the State of New York or that any tax or fee be paid in the State of New York on or in respect of this Agreement or such Transaction Document, as the case may be, or any other document, other than court costs, including (without limitation) filing fees.
