Proper Form; No Recordation Clause Samples

Proper Form; No Recordation. Each Loan Document to which any Foreign Subsidiary Borrower is a party is in proper legal form under the laws of its jurisdiction of organization for the enforcement thereof against such Foreign Subsidiary Borrower under such laws and to ensure the legality, validity, enforceability, priority or admissibility in evidence of such Loan Document. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of any Loan Document to which any Foreign Subsidiary Borrower is a party that such Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in its jurisdiction of organization or that any registration charge or stamp or similar tax be paid on or in respect of such Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or tax as has been timely paid by such Foreign Subsidiary Borrower.

Proper Form; No Recordation. Each Loan Document is in proper legal form under the laws of Bermuda for the enforcement thereof against the Company under the laws of Bermuda and to ensure the legality, validity, enforceability, priority or admissibility in evidence of such Loan Document. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of any Loan Document that such Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in Bermuda or that any registration charge or stamp or similar tax be paid on or in respect of such Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or tax as has been timely paid by the Company.

Proper Form; No Recordation. This Agreement and each other Loan Document are in proper legal form under the laws of the jurisdiction in which each Non-U.S. Loan Party that is a party thereto is formed, incorporated or organized, as applicable, for the enforcement thereof against such Non-U.S. Loan Party under the laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and such other Loan Document, provided that, with respect to enforceability or admissibility in evidence, this Agreement or such other Loan Document may have to be translated into the official language of the relevant jurisdiction at the time of the enforcement or admission thereof, as applicable. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any other Loan Document, that (a) this Agreement or any other Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which any Non-U.S. Loan Party that is a party thereto is formed, incorporated or organized, as applicable, other than (i) any filing, registration or recording in connection with the perfection of Liens granted under the Security Documents, (ii) any filing, registration or recording that is not required to be made until enforcement of the applicable Loan Document, and (iii) any filing, registration, recording or notarization that is set forth on Schedule 3.21 or that is expressly referred to in any Loan Document executed and delivered by the parties thereto after the date hereof, or (b) any registration charge or stamp or similar tax be paid on or in respect of this Agreement or any such other Loan Document.

Proper Form; No Recordation. This Agreement is in proper legal form under the laws of the jurisdiction in which each Non-U.S. Subsidiary party hereto is formed, incorporated or organized, as applicable, for the enforcement thereof against such Non-U.S. Subsidiary under the laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement, provided that, with respect to enforceability or admissibility in evidence, this Agreement may have to be translated into the official language of the relevant jurisdiction at the time of the enforcement or admission thereof, as applicable. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement, that (a) this Agreement be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which any Non-U.S. Subsidiary party hereto is formed, incorporated or organized, as applicable, other than any filing, registration or recording that is not required to be made until enforcement of this Agreement or (b) any registration charge or stamp or similar tax be paid on or in respect of this Agreement.

Proper Form; No Recordation. With respect to each Subsidiary Borrower, each Loan Document to which it is a party is in proper legal form under the laws of the jurisdiction in which such Subsidiary Borrower is incorporated, organized or formed for the enforcement thereof against such Subsidiary Borrower under the laws of such jurisdiction and to ensure the legality, validity, enforceability, priority or admissibility in evidence of such Loan Document. It is not necessary, in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of any Loan Document to which any Subsidiary Borrower is a party that such Loan Document be filed, registered or recorded with, or executed or notarized before, any court or other Governmental Authority in the jurisdiction in which such Subsidiary Borrower is incorporated, organized or formed and existing or that any registration charge or stamp or similar tax be paid on or in respect of such Loan Document, except for (a) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the applicable Loan Document is sought to be enforced and (b) any charge or Tax (including any fees relating to the registration or recordation of any Liens created under the Security Documents) as has been timely paid by such Subsidiary Borrower.