Common use of FOREIGN LAWS Clause in Contracts

FOREIGN LAWS. (a) All obligations under the Transaction Documents are valid, legally binding upon, validly perfected where required, and enforceable against, the Parties as a matter of all relevant laws (other than, but only to the extent opined upon herein, the laws of Luxembourg), most notably the expressed governing law, and the choice of such governing law is valid and enforceable as a matter of that governing law and all other laws (other than, but only to the extent opined upon herein, Luxembourg law), and there is no provision of the laws of any relevant jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) that would have a bearing on the foregoing. (b) The provisions relating to choice of jurisdiction contained in the Base Indenture are part of each of the Supplemental Indentures and the Guarantees as a matter of New York law. (c) The choice of law and choice of jurisdiction provisions of the Underwriting Agreement are and will be part of the relevant pricing agreement as a matter of New York law. (d) As a matter of New York State law, the jurisdiction clause set forth in Section 114 of the Base Indenture, and which is also applicable to each of the Supplemental Indentures and as a governing term of the Guarantees, is non-exclusive for all parties thereto. (e) Any choice of jurisdiction, other than a choice of the courts of Luxembourg, is legal, valid, binding and enforceable as a matter of the law governing the relevant clause, the laws of the jurisdiction of the designated courts and all other relevant laws (other than, but only to the extent opined upon herein, Luxembourg law). (f) All acts, conditions or things required to be fulfilled, performed or effected in connection with the Transaction Documents under the laws of any jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) have been duly fulfilled, performed and effected. (g) There are no provisions of the laws of any jurisdiction other than Luxembourg that would adversely affect the opinions expressed in this Opinion Letter.

FOREIGN LAWS. (a) All obligations under the Transaction Documents are valid, legally binding upon, validly perfected where required, and enforceable against, the Parties as a matter of all relevant laws (other than, but only to the extent opined upon herein, the laws of Luxembourg), most notably the expressed governing law, and the choice of such governing law is valid and enforceable as a matter of that governing law and all other laws (other than, but only to the extent opined upon herein, Luxembourg law), and there is no provision of the laws of any relevant jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) that would have a bearing on the foregoing. (b) The provisions relating to choice of jurisdiction contained in the Base Indenture are part of each of the Supplemental Indentures Indenture and the Guarantees as a matter of New York law. (c) The choice of law and choice of jurisdiction provisions of the Underwriting Agreement (as defined in the Pricing Agreement) are and will be part of the relevant pricing agreement Pricing Agreement as a matter of New York law. (d) As a matter of New York State law, the jurisdiction clause set forth in Section 114 of the Base Indenture, and which is also applicable to each of the Supplemental Indentures Indenture and as a governing term of the Guarantees, is non-exclusive for all parties thereto. (e) Any choice of jurisdiction, other than a choice of the courts of Luxembourg, is legal, valid, binding and enforceable as a matter of the law governing the relevant clause, the laws of the jurisdiction of the designated courts and all other relevant laws (other than, but only to the extent opined upon herein, Luxembourg law). (f) All acts, conditions or things required to be fulfilled, performed or effected in connection with the Transaction Documents under the laws of any jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) have been duly fulfilled, performed and effected. (g) There are no provisions of the laws of any jurisdiction other than Luxembourg that would adversely affect the opinions expressed in this Opinion Letter.

FOREIGN LAWS. (a) All obligations under the Transaction Documents are valid, legally binding upon, validly perfected where required, and enforceable against, the Parties as a matter of all relevant laws (other than, but only to the extent opined upon herein, the laws of Luxembourg), most notably the expressed governing lawlaw , and the choice of such governing law is valid and enforceable as a matter of that governing law and all other laws (other than, but only to the extent opined upon herein, Luxembourg law), and there is no provision of the laws of any relevant jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) that would have a bearing on the foregoing. (b) The provisions relating to the choice of jurisdiction contained in the Base Indenture Indentures are part of each of the Supplemental Indentures Indenture and the Guarantees as a matter of New York law. (c) The choice of law and choice of jurisdiction provisions of the Underwriting Agreement (as defined in the Pricing Agreement) are and will be part of the relevant pricing agreement Pricing Agreement as a matter of New York law. (d) As a matter of New York State law, the jurisdiction clause set forth in Section 114 of the Base IndentureIndentures, and which is also applicable to each of the Supplemental Indentures Indenture and as a governing term of the Guarantees, is non-exclusive for all parties thereto. (e) Any choice of jurisdiction, other than a choice of the courts of Luxembourg, is legal, valid, binding and enforceable as a matter of the law governing the relevant clause, the laws of the jurisdiction of the designated courts and all other relevant laws (other than, but only to the extent opined upon herein, Luxembourg law). (f) All acts, conditions or things required to be fulfilled, performed or effected in connection with the Transaction Documents under the laws of any jurisdiction (other than, but only to the extent opined upon herein, Luxembourg) have been duly fulfilled, performed and effected. (g) There are no provisions of the laws of any jurisdiction (other than Luxembourg than, but only to the extent opined upon herein, Luxembourg) that would adversely affect the opinions expressed in this Opinion Letter.