Spanish law. Madrid courts. If you contracted with Sage in South Africa (including where your company, business, business or organization is based in any country within the Southern African Development Community) for the Use of the Program, the Sage contracting entity, governing law and court of jurisdiction will be: Sage South Africa (Pty) Ltd, with a street address at Sage Technology Park, 000 Xxxxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxx Ext. 6, Johannesburg, 2191, South Africa and a postal address at PO Box 781893, Sandton, 2146, South Africa. South African law. Johannesburg, South Africa. If you contracted with Sage in Australia (including where your company, business or organization is based in New Zealand or the Pacific Islands) for the Use of the Program, the Sage contracting entity, governing law and court of jurisdiction will be: Sage Business Solutions Pty Ltd (ACN 091 525 898), with a registered office address at Level 11, Zenith Tower B, 000 Xxxxxxx Xxxxxxx, Xxxxxxxxx XXX 0000, Xxxxxxxxx. Australian law. New South Wales, Australia. If you contracted with Sage in Portugal for the Use of the Program, the Sage contracting entity, governing law and court of jurisdiction will be: Sage Portugal – Software,S.A., Edifício Olympus II, Av. Xxx Xxxxxx Xxxxxxxxx 1462, 4450 Matosinhos, Portugal. Portuguese law. Porto courts. If you contracted with Sage in Switzerland for the Use of the Program, the Sage contracting entity, governing law and court of jurisdiction will be: Sage Schweiz AG, Xxxxx 00, 0000 Xxxx X0, Xxxxxxxxxxx. Swiss law. Lucerne, Switzerland. If you contracted with Sage in Brazil for the Use of the Program, the Sage contracting entity, governing law and court of jurisdiction will be: Sage Brasil Software S.A.Rodovia Xxxx xx Xxxxxxx (SP 304), km. 127,5, city of Americana, State of São Paulo, Brasil. Brazilian Law. City of Americana, State of São Paulo.
Spanish law. We do not represent ourselves to be familiar with the laws of any jurisdiction other than Spain as they stand at present and, therefore, we express no opinion on any question arising under any laws other than the laws of Spain as they stand at present. In giving this opinion we have assumed that such documents listed above, expressed to be governed by the laws of a country other than Spain constitute legal, valid, binding and enforceable obligations of the respective parties thereto under such laws. Our involvement in the transaction described herein has been limited to our role as Spanish counsel to the Company and the Guarantor and, as a consequence thereof, we assume no obligation to advise any other party to this transaction and, furthermore, we assume no obligation to advise either you or any other party of changes of law or facts that could occur after the date of the opinion, even though the change may affect the legal analysis or conclusions given in this opinion. Legal concepts are expressed in the documents in English terms and may not be identical or equivalent to those that exist under the laws of Spain. Therefore, this opinion may only be relied upon the express condition that the interpretation arising of this opinion is governed by Spanish law in a proceeding brought before a Spanish court. None of the Civil Code, the Commercial Code, any Spanish regulation or Spanish case law specifically regulate, address or provide information with respect to a transaction where a Spanish sociedad anónima carries out an issuance of debt instruments in the United States registered under the United States Securities Act of 1933 and pursuant to an indenture qualified under the United States Trust Indenture Act of 1939. Thus, the opinions included in Section IV below are based on the existing opinions of scholars that have addressed such issues and on our interpretation of Spanish law. In addition, the Public Deed of Issuance has been registered with the Madrid Mercantile Registry and pursuant to Article 7 of the Mercantile Registry Regulations (Reglamento del Registro Mercantil) there is a presumption of validity of the content of the Mercantile Registry.
