Recognition of foreign judgments. Any judgment in personam obtained in the courts of the State of New York against a Company would be recognised and enforced in Ireland in summary proceedings without retrial or examination of the merits of the case, provided that:
(a) the judgment has not been obtained or alleged to have been obtained by fraud or trick; the decision of the court in such state and the enforcement thereof was not and would not be contrary to natural or constitutional justice under the laws of Ireland;
(b) the enforcement of the judgment would not be contrary to public policy as understood by the Irish courts or constitute the enforcement of a judgment of a penal or revenue (tax) nature;
(c) the judgment is final and conclusive and is for a debt or definite sum of money;
(d) the procedures / rules of the court giving the judgment have been observed;
(e) the jurisdiction of the courts in such state has been exercised in circumstances which, as a matter of Irish law, an Irish court will recognise as justifying enforcement of the judgment; and
(f) the judgment is not inconsistent with a judgment of the Irish courts in respect of the same matter.
Recognition of foreign judgments. The English courts will recognise and enforce a valid judgment entered against the UK Borrower under the Credit Agreement by a court of competent jurisdiction in the State of New York as a debt or obligation due by a respondent to a claimant under English law on which a claimant can bring a separate action in an English court without re-examination or re-litigation of the merits provided that:
(a) the judgment was for a fixed and actually ascertained sum of money rather than performance of specific contractual obligations;
(b) the judgment was final and conclusive between the parties notwithstanding that it may be subject to an appeal or that an appeal is pending;
(c) the judgment was not obtained by fraud, duress or in a manner opposed to the principles of natural justice;
(d) the judgment was not directly or indirectly for the payment of taxes or other public charges of a like nature or a fine or other penalty (but the judgment may be for a contractual obligation to reimburse another party for taxes paid by it);
(e) the judgment was not given in proceedings brought in breach of an agreement for settlement of disputes;
(f) the judgment is free from conflict with any other judgment that the English courts would recognise as valid and does not amount to a judgment on a matter previously determined by an English court;
(g) enforcement or recognition of the judgment is not contrary to public policy as applied in the English courts;
(h) the judgment remains valid and enforceable in the court in which it was obtained unless and until it is set aside;
(i) the judgment is not one which the Protection of Trading Xxxxxxxxx Xxx 0000 provides an English court may not enforce including specifically: (a) a judgment which breaches a rule of law specified in an order made by the Secretary of State in England as being concerned with the prohibition or regulation of agreements, arrangements or practices designed to restrain, distort or restrict competition, (b) a judgment which is for multiple damages; and (c) a judgment on a claim of contribution in respect of a judgment given against a third party and of a type within (a) or (b) of this paragraph; and
(j) enforcement procedures in respect of the judgment are instituted within the period prescribed by the Limitation Xxx 0000 or the time period for enforcement prescribed by New York law, whichever is shorter.
Recognition of foreign judgments. In relation to any Guarantee, Note, Terms Agreement or Document which is expressed to be governed by the law of the State of New York as its governing law, a judgment of the New York Courts as the relevant forum would be recognised in Scotland through an action of decree–conform under common law in the Court of Session in Scotland, assuming that (I) the court which issued the judgment had jurisdiction and acted judicially with no element of unfairness, (II) such judgment was final, not obtained by fraud, or a revenue or penal action, remained capable of enforcement in the place it was pronounced and was not contrary to natural justice, and (III) enforcement of the judgment is not contrary to Scottish public policy.
Recognition of foreign judgments. In relation to any Guarantee or other Document which is expressed to be governed by the law of the State of New York as its governing law, a judgment of the New York Courts as the relevant forum against the Guarantor would be recognised in Scotland through an action of decree–conform under common law in the Court of Session in Scotland, assuming that (I) the court which issued the judgment had jurisdiction and acted judicially with no element of unfairness, (II) such judgment was final, not obtained by fraud, or a revenue or penal action, remained capable of enforcement in the place it was pronounced and was not contrary to natural justice, and (III) enforcement of the judgment is not contrary to Scottish public policy. Based upon the documents referred to, and assumptions made, therein and subject to the qualification therein and to matters not disclosed to such counsel, such counsel is of the following opinion:
1. The Issuer is a company incorporated in England under the United Kingdom Companies Acts.
2. The Issuer has corporate power to enter into and to perform its obligations under the Principal Agreements and the Notes and has taken all necessary corporate action to authorise its execution, delivery and performance of the Principal Agreements and the Notes.
3. No United Kingdom stamp duty (including that charged on the issue of bearer instruments) is payable in connection with the execution and delivery of the Principal Agreements, the Guarantee, or the issue of the Notes. Stamp duty reserve tax may arise where the Notes are issued into a clearance system or depository receipt system, where the Notes do not constitute exempt loan capital for the purposes of Subsections 79(4), (5) and (6) of the Finance Acx 0000. Such counsel has not been asked to, and such counsel does not, express (i) any other opinion as to such duties or taxes that will or may arise as a result of any other transaction effected in connection with the Notes or (ii) any opinion as to any other taxation (including Value Added Tax) which will or may arise as a result of any transaction effected in connection with the Notes.
4. The statements in the section of the Prospectus Supplement entitled “Taxation in the United Kingdom”, insofar as such statements constitute a general summary of both current United Kingdom tax law and United Kingdom H.M. Revenue & Customs practice relevant to the issue of the Notes, fairly and accurately summarise the matters referred to therein.
5. There are no...
