Common use of Enforcement of Foreign Judgments Clause in Contracts

Enforcement of Foreign Judgments. If such Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, any final judgment for a fixed or determined sum of money rendered by any New York Court having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder based upon this Agreement would be declared enforceable against such Selling Shareholder by the courts of Argentina, Uruguay or the Cayman Islands, as applicable to such Selling Shareholder, without reconsideration or reexamination of the merits; provided that such Argentine, Uruguayan or Cayman Islands court, as applicable to such Selling Shareholder, is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Argentina, Uruguay or the Cayman Islands, as the case may be; and (v) such judgment was not obtained by fraud; provided, further, that (A) in the case of Argentine courts, foreign judgments would be recognized provided that the following requirements of Article 517 of the Civil and Commercial Procedure Code (approved by Law No. 17,454 as amended by Law No. 22,434) are met: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons, and in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Cayman Islands and is not in respect of taxes, a fine or a penalty; (iii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court and (C) in the case of Uruguayan courts, foreign judgments would be enforceable provided that the following requirements of Article 539 of the General Code of Procedure are met: (i) the judgment must be valid and authentic in the jurisdiction where it was rendered; (ii) the judgment and documents attached are duly apostilled or legalized and translated; (iii) the court enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in accordance to the procedure established by the law of the place of jurisdiction; (v) the defense of both parties was assured; (vi) the judgment is final and conclusive; and (vii) the judgment does not violate the principles of public policy under Uruguayan law.

Enforcement of Foreign Judgments. If such Each Non-U.S. Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York Court state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder Stockholder based upon this Agreement would be declared enforceable against such Selling Shareholder the Company by the courts of ArgentinaDenmark, Uruguay Germany, Luxembourg or the Cayman IslandsPanama, as applicable to such Selling Shareholderapplicable, without reconsideration or reexamination of the merits; provided that such Argentinein the case of Denmark, Uruguayan or Cayman Islands court, as applicable to such Selling Shareholder, is satisfied that (i) the a final and conclusive judgment obtained in a New York Court had competence court rendered in an action brought in accordance with New York law will neither be recognized nor enforced by virtue of submission the Danish courts without a review of the parties merits, subject to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Argentina, Uruguay or the Cayman Islands, as the case may be; and (v) such judgment was not obtained by fraudexceptions; provided, further, that (A) in any such proceedings taken in the Danish courts, the Danish courts would give consideration as evidence to a final and conclusive judgment obtained in the courts of New York against a Danish party; provided, further, that, in the case of Argentine courtsLuxembourg, foreign judgments would be recognized provided that the following requirements conditions laid down by Luxembourg law (and court precedent) for enforcement of Article 517 of the Civil and Commercial Procedure Code (approved by Law No. 17,454 as amended by Law No. 22,434) are metforeign court awards may have to be justified: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons, and in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Cayman Islands and is not in respect of taxes, a fine or a penalty; (iii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court and (C) in the case of Uruguayan courts, foreign judgments would be enforceable provided that the following requirements of Article 539 of the General Code of Procedure are met: (i) the judgment must be valid and authentic in the jurisdiction where it was rendered; (ii) the judgment and documents attached are duly apostilled or legalized and translated; (iii) the court enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in accordance to the procedure established by the law of the place of jurisdiction; (v) the defense of both parties was assured; (vi) the judgment is final and conclusiveduly enforceable in the jurisdiction where the decision is rendered; (b) the New York court had jurisdiction over the subject matter of the action leading to the judgment and in particular the EUR1215/2012 inter alia on jurisdiction and the enforcement of foreign judgments or the Luxembourg Nouveau Code de procédure civile do not provide for exclusive jurisdiction of the Luxembourg court over the subject matters of such action; (c) the New York court has acted in accordance with its own procedural laws; (d) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (e) the New York court applied the substantive laws as designated by the Luxembourg conflict of law rules; and (viif) the judgment does not contravene Luxembourg public policy (as such term is interpreted under the laws of Luxembourg); provided, further, that, in the case of Panama, such judgment may not violate the principles sovereignty of public policy under Uruguayan lawof Panama; provided, further, that any judgment may be subject to the issuance of a writ of exequatur by the Supreme Court of the Republic of Panama (sala cuarta) in respect of a final judgment rendered in a foreign jurisdiction only if (i) such judgment arises out of an in personam action, (ii) the party against whom the judgment was rendered (or its agent) was personally served in such action within the jurisdiction of such foreign court, (iii) the obligation in respect of which the judgment was obtained is lawful in the jurisdiction and (iv) such judgment is properly authenticated by diplomatic or consular officers of the jurisdiction or pursuant to the 1961 Hague Convention.

Enforcement of Foreign Judgments. If such Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, any Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York Court state court located in the State of New York (each, a “New York Court”) having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder the Bank based upon this Agreement any of the Transaction Documents would be declared enforceable against such Selling Shareholder the Bank by the courts of Argentina, Uruguay or the Cayman Islands, as applicable to such Selling ShareholderJamaica, without reconsideration or reexamination of the merits; provided that such Argentine, Uruguayan or Cayman Islands court, as applicable to such Selling Shareholder, the Jamaican court is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Argentina, Uruguay or the Cayman Islands, as the case may beJamaica; and (v) such judgment was not obtained by fraud; provided. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, further, that (A) judgments obtained in any New York Court would have to be enforced in Jamaica by filing a fresh action on the judgment as if it were an action for a debt in the case Supreme Court of Argentine courtsJamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, foreign judgments action or proceeding against the Bank based upon any Transaction Document would be recognized provided that declared enforceable against the following requirements Bank by the courts of Article 517 Jamaica without reexamination or review of the Civil and Commercial Procedure Code (approved by Law No. 17,454 as amended by Law No. 22,434) are met: merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated unless the Jamaican court is satisfied that (i) the judgmentjudgment debtor, which must be final in being a person who was neither carrying on business nor ordinarily resident within the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign actionNew York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Court; (ii) the judgment debtor, being the defendant against whom enforcement of in the judgment is sought proceedings, was personally not duly served with the summons, and in accordance with due process of law, the New York Court and did not appear notwithstanding that it was given an opportunity ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to defend against submit to the foreign actionjurisdiction of such New York Court; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine lawwas obtained by fraud; or (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Cayman Islands and is not was in respect of taxes, a fine cause of action which for reasons of Jamaican public policy or a penalty; (iii) such judgments were for some other similar reason could not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court and (C) in the case of Uruguayan courts, foreign judgments would be enforceable provided that the following requirements of Article 539 of the General Code of Procedure are met: (i) the judgment must be valid and authentic in the jurisdiction where it was rendered; (ii) the judgment and documents attached are duly apostilled or legalized and translated; (iii) the court enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in accordance to the procedure established have been entertained by the law of the place of jurisdiction; (v) the defense of both parties was assured; (vi) the judgment is final and conclusive; and (vii) the judgment does not violate the principles of public policy under Uruguayan lawNew York Court.

Enforcement of Foreign Judgments. If such Each Non-U.S. Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York Court state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder Stockholder based upon this Agreement would be declared enforceable against such Selling Shareholder the Company by the courts of ArgentinaDenmark, Uruguay Germany, Luxembourg or the Cayman IslandsPanama, as applicable to such Selling Shareholderapplicable, without reconsideration or reexamination of the merits; provided that such Argentinethat, Uruguayan or Cayman Islands courtin the case of Denmark, as applicable to such Selling Shareholder, is satisfied that (i) the a final and conclusive judgment obtained in a New York Court had competence court rendered in an action brought in accordance with New York law will neither be recognized nor enforced by virtue of submission the Danish courts without a review of the parties merits, subject to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Argentina, Uruguay or the Cayman Islands, as the case may be; and (v) such judgment was not obtained by fraudexceptions; provided, further, that (A) in any such proceedings taken in the Danish courts, the Danish courts would give consideration as evidence to a final and conclusive judgment obtained in the courts of New York against a Danish party; provided, further, that, in the case of Argentine courtsLuxembourg, foreign judgments would be recognized provided that the following requirements conditions laid down by Luxembourg law (and court precedent) for enforcement of Article 517 of the Civil and Commercial Procedure Code (approved by Law No. 17,454 as amended by Law No. 22,434) are metforeign court awards may have to be justified: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons, and in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Cayman Islands and is not in respect of taxes, a fine or a penalty; (iii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court and (C) in the case of Uruguayan courts, foreign judgments would be enforceable provided that the following requirements of Article 539 of the General Code of Procedure are met: (i) the judgment must be valid and authentic in the jurisdiction where it was rendered; (ii) the judgment and documents attached are duly apostilled or legalized and translated; (iii) the court enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in accordance to the procedure established by the law of the place of jurisdiction; (v) the defense of both parties was assured; (vi) the judgment is final and conclusiveduly enforceable in the jurisdiction where the decision is rendered; (b) the New York court had jurisdiction over the subject matter of the action leading to the judgment and in particular the EUR1215/2012 inter alia on jurisdiction and the enforcement of foreign judgments or the Luxembourg Nouveau Code de procédure civile do not provide for exclusive jurisdiction of the Luxembourg court over the subject matters of such action; (c) the New York court has acted in accordance with its own procedural laws; (d) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (e) the New York court applied the substantive laws as designated by the Luxembourg conflict of law rules; and (viif) the judgment does not contravene Luxembourg public policy (as such term is interpreted under the laws of Luxembourg); provided, further, that, in the case of Panama, such judgment may not violate the principles sovereignty of public policy under Uruguayan lawof Panama; provided, further, that any judgment may be subject to the issuance of a writ of exequatur by the Supreme Court of the Republic of Panama (sala cuarta) in respect of a final judgment rendered in a foreign jurisdiction only if (i) such judgment arises out of an in personam action, (ii) the party against whom the judgment was rendered (or its agent) was personally served in such action within the jurisdiction of such foreign court, (iii) the obligation in respect of which the judgment was obtained is lawful in the jurisdiction and (iv) such judgment is properly authenticated by diplomatic or consular officers of the jurisdiction or pursuant to the 1961 Hague Convention.

Enforcement of Foreign Judgments. If such Selling Shareholder is not an entity (corporate or other) formed, organized or incorporated pursuant to the laws of one of the states of the United States of America, any final judgment for a fixed or determined sum of money rendered by any New York Court having jurisdiction under its own laws in respect of any suit, action or proceeding against such Selling Shareholder based upon this Agreement would be declared enforceable against such Selling Shareholder by the courts of Argentina, Uruguay or Uruguay, the Cayman IslandsIslands or Colombia, as applicable to such Selling Shareholder, without reconsideration or reexamination of the merits; provided that such Argentine, Uruguayan or Uruguayan, Cayman Islands or Colombian court, as applicable to such Selling Shareholder, is satisfied that (i) the New York Court had competence by virtue of submission of the parties to the jurisdiction of the court at the time at which the action was brought; (ii) such judgment was final and conclusive; (iii) such judgment was for a fixed sum (including an award for damages); (iv) such judgment was not contrary to the public policy of Argentina, Uruguay or Uruguay, the Cayman IslandsIslands or Colombia, as the case may be; and (v) such judgment was not obtained by fraud; provided, further, that (A) in the case of Argentine courts, foreign judgments would be recognized provided that the following requirements of Article 517 of the Civil and Commercial Procedure Code (approved by Law No. 17,454 as amended by Law No. 22,434) are met: (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflict of laws and jurisdiction and resulted from (a) a personal action or (b) an in rem action with respect to movable property which was transferred to Argentina during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons, and in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (B) in the case of Cayman Islands courts, foreign judgments would be recognized provided that the following requirements are met: (i) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard; (ii) such judgments are final and not contrary to natural justice or the public policy of the Cayman Islands and is not in respect of taxes, a fine or a penalty; (iii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties; and (iv) an action between the same parties in the same matter is not pending in any Cayman Islands court at the time the lawsuit is instituted in the foreign court and court; (C) in the case of Uruguayan courts, foreign judgments would be enforceable provided that the following requirements of Article 539 of the General Code of Procedure are met: (i) the judgment must be valid and authentic in the jurisdiction where it was rendered; (ii) the judgment and documents attached are duly apostilled or legalized and translated; (iii) the court enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in accordance to the procedure established by the law of the place of jurisdiction; (v) the defense of both parties was assured; (vi) the judgment is final and conclusive; and (vii) the judgment does not violate the principles of public policy under Uruguayan law; and (D) in the case of Colombian courts, foreign judgments would be recognized provided that the following requirements of Article 606 of the Colombian Code of General Procedure are met: (i) the foreign judgment does not involved in rem rights over property located in the territory of Colombia at the time the judgment was rendered; (ii) the judgment is not contrary to Colombian laws or other public order rules, excluding the rules of procedure; (iii) the judgment is final and a duly certified copy is presented for enforcement; (iv) the matter over which the judgment is rendered is not of the exclusive jurisdiction of Colombian courts; (v) no Colombian judgment or proceeding dealing with the same matter exists; and (vi) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard in accordance to the law of the country where the judgment is rendered.