Proper Form. This Agreement and the Deposit Agreement are each in proper form to be enforceable in England and Wales in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in England and Wales of this Agreement or the Deposit Agreement it is not necessary that this Agreement or the Deposit Agreement, respectively, be filed or recorded with any court or other authority in England and Wales (other than court filings in the ordinary course of proceedings).
Proper Form. This Agreement is in proper form to be enforceable in the Cayman Islands in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement it is not necessary that this Agreement be filed or recorded with any court or other authority in the Cayman Islands (other than court filings in the ordinary course of proceedings) or that any stamp or similar tax in the Cayman Islands (other than court fees or similar documentary tax payable in the ordinary course of proceedings) be paid on or in respect of this Agreement or any other documents to be furnished hereunder or thereunder.
Proper Form. This Agreement and the other Credit Documents (other than the Notes) are, and the Notes when executed will be, in proper legal form under the laws of Uruguay for the enforcement thereof in Uruguay; and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement, the Notes and the other Credit Documents it is not necessary that this Agreement, the Notes or any other document, be filed, registered or recorded with, or executed or notarized before, any court or other authority in Uruguay or that any registration charge or stamp or similar tax be paid on or in respect of any Credit Documents or any document relating to the matters covered by any Credit Document, other than as provided herein and therein.
Proper Form. The Loan Documents are (or, in the case of any Note, will be, upon the issuance thereof in accordance herewith) in proper legal form for the enforcement thereof in Mexico, against each Obligor; provided, that, if any legal proceedings are brought in a court of Mexico for the enforcement against any Obligor, of this Agreement, the Arrangement Letters or any other Loan Document that is executed in a language other than Spanish, a Spanish translation of such document prepared by a translator approved by the Mexican court would have to be approved by such court after such Obligor has been given the opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based on the translated documents. To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement, the Arrangement Letters or any other Loan Document in Mexico it is not necessary that this Agreement, the Arrangement Letters or any other Loan Document be filed or recorded with any Governmental Authority in Mexico or be notarized, or that any stamp or similar tax be paid on or in respect of this Agreement, the Arrangement Letters or any other Loan Document.
Proper Form. The Securities are in uncertificated form and held through the facilities of the applicable Depository.
Proper Form. Upon execution and delivery by the parties hereto, this Agreement will be in proper legal form under the laws of England and Wales for the enforcement hereof against the Company, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement it is not necessary that this Agreement or any other document related hereto be filed, registered or recorded with or executed or notarized before any governmental or regulatory authority or agency of the United Kingdom.
Proper Form. Upon execution and delivery, this Agreement will be in proper legal form under the laws of the British Virgin Islands and the Netherlands for the enforcement hereof against the Company and Xxxxx Dorados B.V., and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement it is not necessary that this Agreement or any other document related hereto be filed, registered or recorded with or executed or notarized before, any governmental or regulatory authority or agency of the British Virgin Islands or the Netherlands.
Proper Form. The Payment Agent will examine the Letters of Transmittal and certificates representing Shares delivered or mailed to the Payment Agent by the Stockholders to ascertain that (i) the Letters of Transmittal are properly completed and duly executed in accordance with the instructions set forth therein, (ii) no stop transfer instructions are outstanding against the certificates (which determination shall be based solely on the information provided to the Payment Agent under Section 2.1 above), (iii) the stock certificates have been duly endorsed or assigned for transfer or have been delivered to the Payment Agent, where required, and are otherwise in proper form for surrender, (iv) any other documents contemplated by a Letter of Transmittal are properly completed and duly executed in accordance with the Letter of Transmittal, (v) such Shares do not constitute Dissenting Shares, and (vi) the documentation received from the Stockholder includes the properly completed and executed applicable Tax Form. If the applicable Tax Form is not provided to the Payment Agent by a Securityholder, or is not properly completed and executed, the Payment Agent shall contact the applicable Securityholder and attempt to obtain a properly completed and executed Tax Form. If such Securityholder fails to respond and deliver a properly completed and executed Tax Form within 20 days after the Payment Agent’s attempt to contact such Securityholder, the Payment Agent shall, provided the other conditions to payment are satisfied, make payment of the Closing Date Payment and any subsequent Escrow Fund Payments (as defined below) to such Securityholder (and such payments will be subject to applicable withholding as set forth in Section 3.6 below). In cases where the Letter of Transmittal has been improperly completed or executed or where the Shares presented are not in proper form for transfer, or if some other irregularity exists in connection with their surrender, including any irregularity relating to stop transfer instructions, the Payment Agent will seek instructions from Parent and the Securityholders Representative and will, thereafter, take such actions as are reasonably within its authority under this Agreement to cause such irregularity to be corrected. The Payment Agent is not authorized to waive an irregularity in connection with the surrender of Shares, except following receipt of the prior written approval of an Authorized Representative of Parent and the Securityholders Repre...
Proper Form. This Agreement and the other Credit Documents are in proper legal form under the laws of Brazil for the enforcement thereof in Brazil; and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and the other Credit Documents, it is not necessary that this Agreement, the other Credit Documents or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in Brazil or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, the other Credit Documents or any other document relating to the matters covered by this Agreement and the other Credit Documents, other than as provided herein and therein and, provided that for the admission of any of the Credit Documents before Brazilian courts and Governmental Authorities or for its validity or enforceability (i) the signatures of the parties thereto signing outside Brazil should be notarized by a notary public licensed as such under the law of the place of signing and the signature of such notary public should be authenticated by a consular official of Brazil, (ii) a certified sworn translation into Portuguese of any Credit Document executed in English must be obtained, and (iii) the Credit Documents, together with a certified Portuguese translation of any Credit Document executed in English should be registered with the appropriate Registry of Deeds and Documents (Registro de Títulos e Documentos) in Brazil.
Proper Form. The Eligible Bonds or Underlying Eligible Bonds are certificated securities in registered form, or are in uncertificated form and (i) held through the facilities of a Relevant System, or (ii) registered on the books of the issuer thereof;
