Common use of Conflict of Laws and Enforceability Clause in Contracts

Conflict of Laws and Enforceability. (i) Under the conflict of laws principles in the Guarantor's Country, the choice of law provisions of the Agreement and the Note(s) are valid, binding and not subject to revocation by the Guarantor, and, in any proceedings brought in the Guarantor's Country for enforcement of any of such documents, the choice of the law of the State of New York as the governing law of such documents will be recognized and such law will be applied, provided that the applicable provisions of New York law are not in conflict with Brazilian public order, good customs or national sovereignty. In our opinion, the provisions of the Agreement, although governed by New York law, are not in conflict with Brazilian public policy, good customs or national sovereignty. We note, however, that these concepts have not been clearly and consistently defined by the courts of Brazil and that the issue as to whether a conflict exists between applicable foreign and Brazilian law can, in many instances, only be determined on a case by case basis.

Conflict of Laws and Enforceability. (i) Under the conflict of laws principles in the GuarantorBorrower's Country, the choice of law provisions of the Agreement and the Note(s) are valid, binding and not subject to revocation by the GuarantorBorrower, and, in any proceedings brought in the GuarantorBorrower's Country for enforcement of any of such documentsthe Borrower Documents, the choice of the law of the State of New York as the governing law of such documents will be recognized and such law will be applied, provided that the applicable provisions of New York law are not in conflict with Brazilian public order, good customs or national sovereignty. In our opinion, the provisions of the Agreement, although governed by New York law, are not in conflict with Brazilian public policy, good customs or national sovereignty. We note, however, that these concepts have not been clearly and consistently defined deemed by the courts of Brazil and that the issue as to whether a conflict exists between applicable foreign and Brazilian law can, in many instances, only be determined on a case by case basis.