Enforceability of New York Judgment. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) and subject to the relevant exequatur procedure, any final judgment for a fixed or readily calculable sum of money 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 any of the Navios Entities based upon this Agreement would be declared enforceable against the applicable Navios Entity, as the case may be, by the courts of any Relevant Jurisdiction without reexamination, 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 upon or payment of any stamp, registration or similar tax or duty.
Enforceability of New York Judgment. The courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the New York Courts against the Company based upon this Agreement under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.
Enforceability of New York Judgment. Subject to the relevant exequatur procedure, any final judgment for a fixed or readily calculable sum of money 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 Borrowers or any Guarantor based upon any of the Loan Documents would be declared enforceable against the Borrowers or a Guarantor as applicable, by the courts of any Relevant Jurisdiction without reexamination, 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 upon or payment of any stamp, registration or similar tax or duty
Enforceability of New York Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by any state court in the State of New York or United States federal court located in the State of New York having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement, the Indenture or the Securities would be declared enforceable against the Company by the courts of Mexico without reexamination, 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 on duty, provided that (a) such judgment is obtained in compliance with legal requirements of the jurisdiction of the court rendering such judgment and in compliance with the terms set forth in the relevant agreement; (b) such judgment is strictly for the payment of a certain sum of money and has been rendered in an in personam action as opposed to an in rem action; (c) process was served personally on the Company or on the appropriate process agent (a Mexican court would consider personal service of process upon the agent for service of process appointed in Section 12 of this Agreement to be personal service of process meeting procedural requirements of Mexico); provided that service of process by mail is not deemed to be personal service under the laws of Mexico; (d) such judgment does not contravene Mexican law, Mexican public policy, international treaties or agreements binding upon Mexico or generally accepted principles of international law; (e) the applicable procedure under the laws of Mexico with respect to the enforcement of foreign judgments (including, but not limited to, the issuance of a letter rogatory by the competent authority of such jurisdiction requesting enforcement of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) is complied with; (f) such judgment is final in the jurisdiction in which it was issued; (g) the action in respect of which such judgment was rendered is not the subject matter of a lawsuit among the same parties pending before a Mexican court; (h) any such foreign court would enforce final judgments rendered by the federal or state courts of Mexico as a matter of reciprocity; and (i) the judgment and related documents are translated into Spanish by a duly authorized expert for their admissibility before the Mexican co...
Enforceability of New York Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and the Deposit Agreement would be declared enforceable against the Company by Cayman Islands courts without re-examining the merits of the case under the common law doctrine of obligation; provided that (i) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (ii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the Cayman Islands, (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.
Enforceability of New York Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Issuer (to the extent jurisdiction of Brazilian courts can be asserted) or the Company based upon this Agreement would be declared enforceable against the Issuer or the Company by Brazilian courts without reexamination of the merits of the case once such judgment has been confirmed by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça); provided that such confirmation will be granted only if such judgment (A) is for payment of a sum of money certain; (B) fulfills all formalities required for its enforceability under the laws of the State of New York; (C) is issued by a competent court after service of process on the Issuer or the Company, which service must comply with Brazilian law if made in Brazil, or after sufficient evidence of the Issuer’s or Company’s absence has been given, as required under applicable law; (D) is final and not subject to appeal; (E) except if otherwise provided for in a treaty, is authenticated by a Brazilian consulate in the State of New York and is accompanied by a sworn translation thereof into Portuguese; (F) is not contrary to Brazilian national sovereignty, public policy or public morality; and (G) the applicable procedure under the laws of Brazil with respect to the enforcement of foreign judgments is complied with. (xliii) Absence of Residence. None of the holders of the Securities or the Underwriters will be deemed resident, domiciled, carrying on business or subject to taxation in Brazil on an overall income basis solely by the execution, delivery, performance or enforcement of this Agreement, or the issuance or sale of the Securities or by virtue of the ownership or transfer of a Security or the receipt of payment thereon.
Enforceability of New York Judgment. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) and subject to the relevant exequatur procedure, any final judgment for a fixed or readily calculable sum of money 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 any of the Navios Entities based upon this Agreement would be declared enforceable against the applicable Navios Entity, as the case may be, by the courts of any Relevant Jurisdiction without reexamination, 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 upon or payment of any stamp, registration or similar tax or duty. (liv) Validity under the Laws of each Relevant Jurisdiction. It is not necessary under the laws of any Relevant Jurisdiction or any political subdivision thereof or authority or agency therein in order to enable an Underwriter to enforce its rights under this Agreement for such Underwriter to be licensed, qualified, or otherwise entitled to carry on business in such Relevant Jurisdiction or any political subdivision thereof or authority or agency therein; this Agreement is in proper legal form under the laws of each Relevant Jurisdiction and any political subdivision thereof or authority or agency therein for the enforcement thereof against any of the Navios Entities and it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement in any Relevant Jurisdiction or any political subdivision thereof or agency therein that any of them be filed or recorded with any court, authority or agency in, or that any stamp, registration or similar taxes or duties be paid to any court, authority or agency of such Relevant Jurisdiction or any political subdivision thereof.
Enforceability of New York Judgment. Any final judgment for a sum of money obtained against the Company in the New York or United States Federal courts located in the borough of Manhattan in The City of New York in respect of any sum payable by them under the International Offered Securities would be recognized and enforced against the Company by the courts of Brazil without reexamination or re-litigation of the matters adjudicated upon; provided that such judgment has been previously recognized by the Superior Court of Justice of Brazil. In order to be recognized by the Superior Court of Justice of Brazil, a foreign judgment must meet the following conditions, under Brazilian Civil Code of Procedure, articles 963 and 964: (i) it must comply with all formalities necessary for its enforcement under the laws of the place where it was issued; (ii) it must have 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) it must be effective under the laws of the country where the foreign judgment is granted; (iv) it must not be contrary to Brazilian national sovereignty, public policy or good morals or violate human dignity; (v) it must not violate a final and unappealable decision issued by a Brazilian court; (vi) it must not offend the exclusive jurisdiction of Brazilian courts, under Brazilian Civil Code of Procedure, article 23; (vii) it must be 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 Company 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; and (viii) does not conflict with a previous final and unappealable decision issued by a Brazilian court on the same matter and involving the same parties (res judicata).
Enforceability of New York Judgment. To the extent the Selling Stockholder is organized under the laws or a resident of a jurisdiction located outside the United States (referred to herein as a "Non-U.S. Selling Stockholder"), such Non-U.S. Selling Stockholder severally represents as to himself or itself that any final judgment for a fixed or readily calculable sum of money rendered by any state court in the State of New York or any federal court 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 such Non-U.S. Selling Stockholder based upon this Agreement, the Custody Agreement or the Power of Attorney would be declared enforceable against such Non-U.S. Selling Stockholder by the courts of Japan or Guam, as the case may be, without reexamination, 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, except to the extent that a court in Japan or Guam, as the case may be, determines that any such enforcement would violate public policy of Japan or Guam, as the case may be.
Enforceability of New York Judgment. A judgment for a debt or definite sum of money obtained against any of the Obligors in the Courts of the State of New York or in the United States District Court for the Southern District of New York could not be enforced by registration in the English courts, but such judgment would be treated as itself constituting a cause of action against the appropriate Obligor and could be sued upon in the English courts without re-examination or re-adjudication by the English courts of the matters adjudicated upon provided that:
