Common use of Enforcement of Foreign Judgments Clause in Contracts

Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York 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 the Bank based upon any of the Transaction Documents would be declared enforceable against the Bank by the courts of Jamaica, without reconsideration or reexamination of the merits; provided that 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 Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, 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 Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination or review of the 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 judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New 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 in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court.

Enforcement of Foreign Judgments. Any 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 U.S. federal or New York state court located in the State of New York (each, a “New York Court”) Court having jurisdiction under its own laws in respect of any suit, action or proceeding against the Bank such Selling Shareholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank such Selling Shareholder by the courts of JamaicaArgentina, Uruguay or the Cayman Islands, as applicable to such Selling Shareholder, without reconsideration or reexamination of the merits; provided that the Jamaican court 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 JamaicaArgentina, 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. No order 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 made extending effected and the provisions 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 Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, 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 Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court 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 suitother 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, action or proceeding against the Bank based upon any Transaction Document foreign judgments would be declared enforceable against provided that the Bank by the courts following requirements of Jamaica without reexamination or review Article 539 of the merits General Code 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 Procedure are met: (i) the judgment debtor, being a person who was neither carrying on business nor ordinarily resident within must be valid and authentic in the jurisdiction of the New York Court, did not voluntarily appear or otherwise submit or agree to submit to the jurisdiction of such New York Courtwhere it was rendered; (ii) the judgment debtor, being the defendant in the proceedings, was not and documents attached are duly served with the process of the New York Court apostilled or legalized and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Courttranslated; (iii) the judgment was obtained by fraudcourt enjoyed venue according to its law and the subject matter is not reserved to the Uruguayan courts; or (iv) the defendant against whom enforcement of the judgment is sought was served with the summons in respect accordance to the procedure established by the law of a cause the place of action which for reasons jurisdiction; (v) the defense of Jamaican both parties was assured; (vi) the judgment is final and conclusive; and (vii) the judgment does not violate the principles of public policy or for some other similar reason could not have been entertained by the New York Courtunder Uruguayan law.

Enforcement of Foreign Judgments. Any Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York 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 the Bank such Selling Stockholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank Company by the courts of JamaicaDenmark, Germany, Luxembourg or Panama, as applicable, without reconsideration or reexamination of the merits; provided that in the Jamaican case of Denmark, a final and conclusive judgment obtained in a New York court rendered in an action brought in accordance with New York law will neither be recognized nor enforced by the Danish courts without a review of the merits, subject to the exceptions; provided, further, that 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 Luxembourg, the following conditions laid down by Luxembourg law (and court precedent) for enforcement of foreign court awards may have to be justified: (a) the judgment is satisfied that final and duly enforceable in the jurisdiction where the decision is rendered; (ib) the New York Court court had competence by virtue of submission jurisdiction over the subject matter of the parties 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 (f) 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 sovereignty of public policy of 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 the court at the time at which the action was brought; (ii) such judgment was final and conclusive; foreign court, (iii) such the obligation in respect of which the judgment was for a fixed sum (including an award for damages); obtained is lawful in the jurisdiction and (iv) such judgment was not contrary is properly authenticated by diplomatic or consular officers of the jurisdiction or pursuant to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, 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 Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination or review of the 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 judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New 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 in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court1961 Hague Convention.

Enforcement of Foreign Judgments. Any Each Non-U.S. Selling Stockholder represents that any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York 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 the Bank such Selling Stockholder based upon any of the Transaction Documents this Agreement would be declared enforceable against the Bank Company by the courts of JamaicaDenmark, Germany, Luxembourg or Panama, as applicable, without reconsideration or reexamination of the merits; provided that, in the case of Denmark, a final and conclusive judgment obtained in a New York court rendered in an action brought in accordance with New York law will neither be recognized nor enforced by the Danish courts without a review of the merits, subject to the exceptions; provided, further, that in any such proceedings taken in the Jamaican 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 Luxembourg, the following conditions laid down by Luxembourg law (and court precedent) for enforcement of foreign court awards may have to be justified: (a) the judgment is satisfied that final and duly enforceable in the jurisdiction where the decision is rendered; (ib) the New York Court court had competence by virtue of submission jurisdiction over the subject matter of the parties 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 (f) 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 sovereignty of public policy of 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 the court at the time at which the action was brought; (ii) such judgment was final and conclusive; foreign court, (iii) such the obligation in respect of which the judgment was for a fixed sum (including an award for damages); obtained is lawful in the jurisdiction and (iv) such judgment was not contrary is properly authenticated by diplomatic or consular officers of the jurisdiction or pursuant to the public policy of Jamaica; and (v) such judgment was not obtained by fraud. No order has been made extending the provisions of the Judgments (Foreign) (Reciprocal Enforcement) Act of Jamaica to the United States. Accordingly, 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 Supreme Court of Jamaica. Any final monetary judgment rendered by any New York Court in respect of any suit, action or proceeding against the Bank based upon any Transaction Document would be declared enforceable against the Bank by the courts of Jamaica without reexamination or review of the 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 judgment debtor, being a person who was neither carrying on business nor ordinarily resident within the jurisdiction of the New 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 in the proceedings, was not duly served with the process of the New York Court and did not appear notwithstanding that it was ordinarily resident or was carrying on business within the jurisdiction of the New York Court or agreed to submit to the jurisdiction of such New York Court; (iii) the judgment was obtained by fraud; or (iv) the judgment was in respect of a cause of action which for reasons of Jamaican public policy or for some other similar reason could not have been entertained by the New York Court1961 Hague Convention.