Common use of No Requirement to File or Record Clause in Contracts

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 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. This Agreement and To the other extent such Selling Shareholder is a Brazilian Person, the Transaction Documents to which such Selling Shareholder is a party are in proper legal form under the laws of Brazil for the enforcement thereof in Brazil against the Companysuch Selling Shareholder, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and any other the Transaction Document Documents to which such Selling Shareholder is a party in Brazil, it is not necessary for this Agreement or any the Transaction Documents to which such Transaction Document, as the case may beSelling Shareholder is a party, 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 Transaction Documents to which such Transaction Document, as the case may beSelling Shareholder is a party, 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 any of the Transaction Documents to which such Selling Shareholder is a party that were executed outside 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 (“a Competent Authority”) Authority shall have issued a certificate that authenticates the origin of such Transaction Document (“Apostille”) an 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 The Transaction Documents to which such Selling Shareholder 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 CompanySelling Shareholder, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this Agreement and any other the Transaction Document Documents to which such Selling Shareholder is a party in the State of New York that this Agreement or any the Transaction Documents to which such Transaction Document, as the case may be, Selling Shareholder is a party 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 the Transaction Documents to which such Transaction Document, as the case may beSelling Shareholder is a party, or any other document, other than court costs, including (without limitation) filing fees.

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 of Brazil into evidence before the public agencies and courts in Brazil: (i)(ai) 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; (bii) this Agreement or any such other Transaction Document, as applicable, shall have been translated into Portuguese by a sworn translator; and (ciii) 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 ADS Deposit Agreement 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. This Agreement The Transaction Documents (to which it is a party) and the other Transaction Documents Selling Stockholder Lock-up Agreement are in proper legal form under the laws of Brazil for the enforcement thereof in Brazil against the CompanySelling Stockholder, and to ensure the legality, enforcement or admissibility into evidence of this the Transaction Documents (to which it is a party) and the Selling Stockholder Lock-up Agreement and any other Transaction Document in Brazil, it is not necessary for this Agreement or any such the Transaction DocumentDocuments (to which it is a party) and the Selling Stockholder Lock-up Agreement, 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 DocumentDocuments (to which it is a party) and the Selling Stockholder Lock-up Agreement, 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 of Brazil into evidence before the public agencies and courts in Brazil: (i)(ai) 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; (bii) this Agreement or any such other Transaction Document, as applicable, shall have been translated into Portuguese by a sworn translator; and (ciii) 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 translatortranslation. This Agreement and the other Transaction Documents Selling Stockholder Lock-up Agreement 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 CompanySelling Stockholder, and it is not necessary in order to ensure the legality, validity, enforcement or admissibility into evidence of this the Transaction Documents (to which it is a party) and the Selling Stockholder Lock-up Agreement and any other Transaction Document in the State of New York that this Agreement or any such the Transaction DocumentDocuments (to which it is a party) and the Selling Stockholder Lock-up Agreement, 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 the Transaction DocumentDocuments (to which it is a party) and the Selling Stockholder Lock-up Agreement, as the case may be, or any other document, other than court costs, including (without limitation) filing fees.

No Requirement to File or Record. This Agreement and the other Transaction Documents are in proper legal form under the laws of Brazil such Selling Shareholder’s Relevant Selling Shareholder Jurisdiction for the enforcement thereof in Brazil such Selling Shareholder’s Relevant Selling Shareholder Jurisdiction against the Companysuch Selling Shareholder, and to ensure the legality, enforcement or admissibility into evidence of this Agreement and any other Transaction Document in Brazil, such Selling Shareholder’s Relevant Selling Shareholder Jurisdiction 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 such Selling Shareholder’s Relevant Selling Shareholder Jurisdiction or that any tax or fee be paid in Brazil such Selling Shareholder’s Relevant Selling Shareholder Jurisdiction 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 Companysuch Selling Shareholder, 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.