Common use of Enforcement of Judgments Clause in Contracts

Enforcement of Judgments. Any final judgment for any amount payable by the Selling Shareholder rendered by any court of the State of New York or of the United States located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Selling Shareholder based upon this Agreement would be declared enforceable against the Selling Shareholder by the Superior Court of Justice of Brazil, as applicable, without re-examination, review of the merits of the cause of action in respect of which the original judgment was given or relitigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty, as provided in the provisions for enforcement of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgment: (i) complies with all formalities necessary for its enforcement under the laws of the place where it was issued; (ii) has been issued by a competent court after proper service of process on the parties, which service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence of the parties’ absence (rxxxxxx) has been given, in accordance with applicable law; (iii) is effective under the laws of the country where the foreign judgment is granted; (iv) is not contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) does not violate a final and unappealable decision issued by a Brazilian court; (vi) does not offend the exclusive jurisdiction of Brazilian courts; and (vii) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, in either case, be accompanied by a sworn translation thereof into Portuguese, unless an exemption is provided by an international treaty to which Brazil is a signatory; and the Selling Shareholder is not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to public policy in Brazil or any political subdivision thereof.

Enforcement of Judgments. Any As applied to the Company, the Xxxxxxxx Islands Uniform Foreign Money-Judgments Xxxxxxxxxxx Xxx, 00 Xxxxxxxx Xxxxxxx Revised Code Chapter 4, provides that a judgment granted by a foreign court against the Company may be recognized in the Republic of the Xxxxxxxx Islands, to the extent that the foreign judgment grants or denies recovery of a sum of money, and so long as the judgment is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal (although a court may stay proceedings until the appeal has been determined or until the expiration of a period of time sufficient to enable to the defendant to prosecute the appeal). A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant (subject to certain exceptions), (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Xxxxxxxx Islands, (iv) the judgment conflicts with another final and conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction based only on personal service, the foreign court was a seriously inconvenient forum for any amount payable the trial of the action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) state that their opinion is limited to Federal laws, the Selling Shareholder rendered by any court laws of the State of New York or of the United States located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Selling Shareholder based upon this Agreement would be declared enforceable against the Selling Shareholder by the Superior Court of Justice of Brazil, as applicable, without re-examination, review of the merits of the cause of action in respect of which the original judgment was given or relitigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty, as provided in the provisions for enforcement of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgment: (i) complies with all formalities necessary for its enforcement under the laws of the place where it was issued; Republic of The Xxxxxxxx Islands, (iiD) has been issued by a competent court after proper service state that they express no opinion with respect to the title of process on the parties, which service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence any of the parties’ absence (rxxxxxx) has been given, in accordance Teekay Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with applicable law; (iii) is effective under the laws of the country where the foreign judgment is granted; (iv) is not contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) does not violate a final and unappealable decision issued by a Brazilian court; (vi) does not offend the exclusive jurisdiction of Brazilian courts; and (vii) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state respect to the Convention Abolishing the Requirement accuracy or descriptions of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, in either case, be accompanied by a sworn translation thereof into Portuguese, unless an exemption is provided by an international treaty to which Brazil is a signatory; and the Selling Shareholder is not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to public policy in Brazil real or any political subdivision thereof.personal property. Annex C

Enforcement of Judgments. Any final judgment for any amount payable by obtained in a U.S. federal or state court of competent jurisdiction sitting in New York City arising out of or in relation to the obligations of the Selling Shareholder rendered by any court of shareholder under this Agreement and the State of New York Lock-up Agreement to which it is a party or of the United States located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding transactions contemplated thereby will be enforced against the Selling Shareholder based upon this Agreement would and will be declared enforceable against recognized in Brazil without retrial or re-examination of the Selling Shareholder merits of the original lawsuits, including, without limitation, any judgment for payment of a sum certain of money rendered by any such court, provided that such judgment has been previously recognized by the Superior Court of Justice of Brazil (Superior Tribunal de Justiça). In order to be recognized by the Superior Court of Justice of Brazil, as applicable, without re-examination, review of a foreign judgment must meet the merits of the cause of action in respect of which the original judgment was given or relitigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty, as provided in the provisions for enforcement of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgmentfollowing conditions: (i) complies it must comply with all formalities necessary for its enforcement under the laws of the place jurisdiction where it was issuedrendered; (ii) has it must have been issued by a competent court after proper service of process on the parties, which service must be in accordance comply with Brazilian law Law if made in Brazil, or after sufficient evidence of the parties’ absence (rxxxxxx) has been given, in accordance with as required by applicable law; (iii) is effective under the laws it must be apostilled by a competent authority of the country where State from which the foreign judgment document emanates according to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents or, if such State is granted; not signatory of the Hague Convention, it must be duly authenticated by a competent Brazilian consulate, (iv) is not contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) does it must not violate a final and unappealable decision issued by a Brazilian court, (v) it must be final (or an urgent release or an interlocutory decision shall have been granted, if applicable) and, therefore, not subject to appeal (res judicata) in the jurisdiction in which it was issued; (vi) does it must not offend violate the exclusive jurisdiction of Brazilian courts; and (vii) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, in either case, be accompanied translated into Portuguese by a sworn translation thereof into Portuguesetranslator in Brazil, unless an exemption is provided by an international treaty to which Brazil is a signatory; , and the Selling Shareholder is (viii) it must not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to Brazilian national sovereignty, good morals or public policy or violate the dignity of the human person (as provided in Brazil or any political subdivision thereofBrazilian law).

Enforcement of Judgments. Any final judgment for any amount payable by the Selling Shareholder rendered by any court of the State of New York or of the United States located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Selling Shareholder based upon this Agreement would be declared enforceable against the Selling Shareholder by the Superior Court of Justice of Brazil, as applicable, without re-examination, review of the merits of the cause of action in respect of which the original judgment was given or relitigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty, as provided in the provisions for enforcement of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgment: judgment (i) complies with is for payment of a sum of money certain; (ii) fulfills all formalities necessary required for its enforcement enforceability under the laws of the place where it was issuedState of New York; (iiiii) has been is issued by a competent court after proper service of process on the partiesSelling Shareholder, which service must be in accordance comply with Brazilian law if made in Brazil, or after sufficient evidence of the parties’ Selling Shareholder’s absence (rxxxxxx) has been given, in accordance with as required under applicable law; (iiiiv) is effective under (not subject to appeal) in the laws State of New York; (v) is authenticated by a Brazilian consulate in the State of New York and is accompanied by a sworn translation in Portuguese (if such foreign judgment was authenticated in a country that is signatory of the country where Hague Convention Abolishing the foreign judgment Requirement of Legalization for Foreign Public Documents, applicable in Brazil as from August 14, 2016, authentication by a Brazilian Diplomatic Office or Consulate is grantednot required); (ivvi) is not contrary to Brazilian national sovereignty, public policy policy, public morality or good morals or violate violates human dignity; (vvii) does not violate a final and unappealable non-appealable decision issued by a Brazilian court; (viviii) does not offend violate the exclusive jurisdiction of Brazilian courts; and (viiix) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, in either case, be accompanied translated into Portuguese by a sworn translation thereof into Portuguesetranslator in Brazil, unless an exemption is provided by an international treaty to which Brazil is a signatory; and (x) complies with the applicable procedure under the laws of Brazil with respect to the enforcement of foreign judgments; and the Selling Shareholder is not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to public policy in Brazil or any political subdivision thereof.

Enforcement of Judgments. Any final and conclusive judgment for any amount payable obtained in a U.S. federal or state court of competent jurisdiction sitting in New York City in a civil or commercial suit arising out of or in relation to the obligations of such Selling Stockholder under this Agreement or the transactions contemplated hereby will be enforceable against such Selling Stockholder and will be recognized in the jurisdiction of organization or incorporation or residence of such Selling Stockholder, provided that the laws of the jurisdiction of incorporation of a Selling Stockholder may require, inter alia, proof that: (i) the judgment is duly enforceable in New York; (ii) the New York Court had jurisdiction over the subject matter of the action leading to the judgment; (iii) the New York Court has acted in accordance with its own procedural laws; (iv) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (v) the New York Court applied the substantive laws chosen by the parties to govern this Agreement; and (vi) the judgment is not contrary to public policy in the Selling Shareholder rendered Stockholder’s jurisdiction of incorporation; provided further that such judgment (a) is given by any a foreign court of competent jurisdiction; (b) imposes on the State judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of New York taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the United States located jurisdiction of incorporation of the Selling Stockholder; and provided further that for the enforceability of this Agreement and/or any other Transaction Document before Argentine courts the following requirements must be satisfied: (i) the original judgment shall fulfill all enforceability requirements in compliance with Articles 517 through 519 of Law No. 17,454 (Argentine Code for Civil and Commercial Procedures), as amended, namely that: (A) the judgment, which must be final in the State jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflicts of New York having laws and jurisdiction under and other principles and rules of international law, and resulted from a personal action or an in rem action with respect to personal property, as opposed to real property, which was transferred to Argentina during or after the prosecution of the foreign action; (B) the defendant against whom enforcement of the judgment is sought was personally served with the summons of the action and, in accordance with due process of law, was given an opportunity to defend itself against the foreign action; (C) the judgment must be valid in the jurisdiction where rendered and its own domestic laws authenticity must be established in accordance with the requirements of Argentine law; (D) the judgment does not violate the principles of public policy of Argentine law (including Argentine Law No. 24,871); and (E) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (ii) in respect of any suitdocument in a language other than Spanish (including, action without limitation, the foreign judgment and other documents related thereto), a duly legalized translation by a sworn public translator into the Spanish language shall be submitted to the relevant court; (iii) the filing of claims with the Argentine judicial system shall be subject to the payment of a court tax to be paid by the person filing a claim and which tax rates vary from one jurisdiction to another (the current court tax in the courts sitting in the City of Buenos Aires is levied at a rate of 3% of the amount claimed in conformity with Article 2 of Argentine Law No. 23,898); and (iv) pursuant to Argentine Law No. 26,589 (as amended), certain mediation procedures must be exhausted prior to the initiation of lawsuits in Argentina (with the exception, among others, of bankruptcy and executory proceedings, which executory proceedings include the enforcement of foreign judgments, in which case mediation procedures remain optional for the plaintiff). Subject to the preceding sentence, all formalities required in Argentina for the validity and enforceability (including any necessary registration, recording or proceeding against the Selling Shareholder based upon filing with any court or other governmental authority) of this Agreement would be declared enforceable against and each other Transaction Document have been accomplished, it is not necessary to ensure the Selling Shareholder by the Superior Court legality, validity, enforceability or admissibility in evidence of Justice of Brazil, as applicable, without re-examination, review this Agreement or any of the merits other Transaction Documents in Argentina or any political subdivision thereof or agency therein that any of the cause of action in respect of which the original judgment was given them be filed or relitigation of the matters adjudicated upon recorded with any court, authority or payment of agency in, or that any stamp, registration or similar tax taxes or dutyduties (other than court taxes referred to above) be paid to any court, as provided in the provisions for enforcement authority or agency of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgment: (i) complies with all formalities necessary for its enforcement under the laws of the place where it was issued; (ii) has been issued by a competent court after proper service of process on the parties, which service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence of the parties’ absence (rxxxxxx) has been given, in accordance with applicable law; (iii) is effective under the laws of the country where the foreign judgment is granted; (iv) is not contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) does not violate a final and unappealable decision issued by a Brazilian court; (vi) does not offend the exclusive jurisdiction of Brazilian courts; and (vii) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, in either case, be accompanied by a sworn translation thereof into Portuguese, unless an exemption is provided by an international treaty to which Brazil is a signatory; and the Selling Shareholder is not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to public policy in Brazil Argentina or any political subdivision thereof.

Enforcement of Judgments. Any final and conclusive judgment for any amount payable obtained in a U.S. federal or state court of competent jurisdiction sitting in New York City in a civil or commercial suit arising out of or in relation to the obligations of the Selling Stockholder under this Agreement or the transactions contemplated hereby will be enforceable against the Selling Stockholder and will be recognized in the jurisdiction of residence of the Selling Stockholder, provided that the laws of the jurisdiction of incorporation of the Selling Stockholder may require, inter alia, proof that: (i) the judgment is duly enforceable in New York; (ii) the New York Court had jurisdiction over the subject matter of the action leading to the judgment; (iii) the New York Court has acted in accordance with its own procedural laws; (iv) the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; (v) the New York Court applied the substantive laws chosen by the parties to govern this Agreement; and (vi) the judgment is not contrary to public policy in the Selling Shareholder rendered Stockholder’s jurisdiction of incorporation; provided further that such judgment (a) is given by any a foreign court of competent jurisdiction; (b) imposes on the State judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of New York taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the United States located jurisdiction of incorporation of the Selling Stockholder; and provided further that for the enforceability of this Agreement and/or any other Transaction Document before Argentine courts the following requirements must be satisfied: (i) the original judgment shall fulfill all enforceability requirements in compliance with Articles 517 through 519 of Law No. 17,454 (Argentine Code for Civil and Commercial Procedures), as amended, namely that: (A) the judgment, which must be final in the State jurisdiction where rendered, was issued by a competent court in accordance with Argentine laws regarding conflicts of New York having laws and jurisdiction under and other principles and rules of international law, and resulted from a personal action or an in rem action with respect to personal property, as opposed to real property, which was transferred to Argentina during or after the prosecution of the foreign action; (B) the defendant against whom enforcement of the judgment is sought was personally served with the summons of the action and, in accordance with due process of law, was given an opportunity to defend itself against the foreign action; (C) the judgment must be valid in the jurisdiction where rendered and its own domestic laws authenticity must be established in accordance with the requirements of Argentine law; (D) the judgment does not violate the principles of public policy of Argentine law (including Argentine Law No. 24,871); and (E) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court; (ii) in respect of any suitdocument in a language other than Spanish (including, action without limitation, the foreign judgment and other documents related thereto), a duly legalized translation by a sworn public translator into the Spanish language shall be submitted to the relevant court; (iii) the filing of claims with the Argentine judicial system shall be subject to the payment of a court tax to be paid by the person filing a claim and which tax rates vary from one jurisdiction to another (the current court tax in the courts sitting in the City of Buenos Aires is levied at a rate of 3% of the amount claimed in conformity with Article 2 of Argentine Law No. 23,898); and (iv) pursuant to Argentine Law No. 26,589 (as amended), certain mediation procedures must be exhausted prior to the initiation of lawsuits in Argentina (with the exception, among others, of bankruptcy and executory proceedings, which executory proceedings include the enforcement of foreign judgments, in which case mediation procedures remain optional for the plaintiff). Subject to the preceding sentence, all formalities required in Argentina for the validity and enforceability (including any necessary registration, recording or proceeding against the Selling Shareholder based upon filing with any court or other governmental authority) of this Agreement would be declared enforceable against and each other Transaction Document have been accomplished, it is not necessary to ensure the Selling Shareholder by the Superior Court legality, validity, enforceability or admissibility in evidence of Justice of Brazil, as applicable, without re-examination, review this Agreement or any of the merits other Transaction Documents in Argentina or any political subdivision thereof or agency therein that any of the cause of action in respect of which the original judgment was given them be filed or relitigation of the matters adjudicated upon recorded with any court, authority or payment of agency in, or that any stamp, registration or similar tax taxes or dutyduties (other than court taxes referred to above) be paid to any court, as provided in the provisions for enforcement authority or agency of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgment: (i) complies with all formalities necessary for its enforcement under the laws of the place where it was issued; (ii) has been issued by a competent court after proper service of process on the parties, which service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence of the parties’ absence (rxxxxxx) has been given, in accordance with applicable law; (iii) is effective under the laws of the country where the foreign judgment is granted; (iv) is not contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) does not violate a final and unappealable decision issued by a Brazilian court; (vi) does not offend the exclusive jurisdiction of Brazilian courts; and (vii) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, in either case, be accompanied by a sworn translation thereof into Portuguese, unless an exemption is provided by an international treaty to which Brazil is a signatory; and the Selling Shareholder is not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to public policy in Brazil Argentina or any political subdivision thereof.

Enforcement of Judgments. Any As applied to the Company, the Xxxxxxxx Islands Uniform Foreign Money-Judgments Xxxxxxxxxxx Xxx, 00 Xxxxxxxx Xxxxxxx Revised Code Chapter 4, provides that a judgment granted by a foreign court against the Company may be recognized in the Republic of the Xxxxxxxx Islands, to the extent that the foreign judgment grants or denies recovery of a sum of money, and so long as the judgment is final and conclusive and enforceable where rendered even though an appeal therefrom is pending, or subject to appeal. A foreign judgment is not conclusive if: (i) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law, (ii) the foreign court did not have personal jurisdiction over the defendant, (iii) the foreign court did not have jurisdiction over the subject matter, or (iv) the foreign court does not recognize or enforce the judgments of any other foreign nation. A foreign judgment need not be recognized if: (i) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in sufficient time to enable him to defend, (ii) the judgment was obtained by fraud, (iii) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Xxxxxxxx Islands, (iv) the judgment conflicts with another final and conclusive judgment, (v) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court, or (vi) in the case of jurisdiction based only on personal service, the foreign court was a seriously inconvenient forum for any amount payable the trial of the action. In rendering such opinion, such counsel may (A) rely in respect of matters of fact upon certificates of officers and employees of the Teekay Entities and upon information obtained from public officials, (B) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (C) state that their opinion is limited to Federal laws, the Selling Shareholder rendered by any court laws of the State of New York or of the United States located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Selling Shareholder based upon this Agreement would be declared enforceable against the Selling Shareholder by the Superior Court of Justice of Brazil, as applicable, without re-examination, review of the merits of the cause of action in respect of which the original judgment was given or relitigation of the matters adjudicated upon or payment of any stamp, registration or similar tax or duty, as provided in the provisions for enforcement of foreign judgments set forth in the Registration Statement, the Disclosure Package and the Final Offering Document, provided that such confirmation will be granted only if such judgment: (i) complies with all formalities necessary for its enforcement under the laws of the place where it was issued; Republic of The Xxxxxxxx Islands, (iiD) has been issued by a competent court after proper service state that they express no opinion with respect to the title of process on the parties, which service must be in accordance with Brazilian law if made in Brazil, or after sufficient evidence any of the parties’ absence (rxxxxxx) has been given, in accordance Teekay Entities to any of their respective real or personal property purported to be transferred by the Contribution Documents nor with applicable law; (iii) is effective under the laws of the country where the foreign judgment is granted; (iv) is not contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) does not violate a final and unappealable decision issued by a Brazilian court; (vi) does not offend the exclusive jurisdiction of Brazilian courts; and (vii) is duly apostilled in the place where the judgment was obtained or, if the place of signing is not a contracting state respect to the Convention Abolishing accuracy or descriptions of real or personal property. References to the Requirement of Legalization for Foreign Public Documents dated October 5, 1961, it must be duly authenticated by a Brazilian consulate and, Final Prospectus in either case, be accompanied by a sworn translation thereof into Portuguese, unless an exemption is provided by an international treaty to which Brazil is a signatory; and this paragraph (c) shall also include any supplements thereto at the Selling Shareholder is not aware of any reason why the enforcement in Brazil of such a judgment in respect of the Transaction Documents would be contrary to public policy in Brazil or any political subdivision thereofClosing Date.