Assumptions. The opinion set out in this letter are based upon the following assumptions:
3.1 The genuineness of all signatures, stamps and seals, the conformity to the originals of all documents supplied to us as emailed, certified, photostatic or faxed copies and the authenticity of the originals of such documents;
3.2 That the Indenture was duly authorised by and duly executed and delivered by or on behalf of each of the parties thereto (except the English Subsidiary Guarantors) and that entering into the Indenture and the performance thereof was at the time of entry into the transactions contemplated therein and is currently within the capacity and powers of each of them (except as aforesaid);
3.3 That the copies of the Constitutive Documents of each of the English Subsidiary Guarantors referred to above were at the time of entry into the Indenture and are now true and up-to-date;
3.4 That the resolutions set out in the Board Resolutions of each of the English Subsidiary Guarantors were duly adopted by the directors of such English Subsidiary Guarantor, have not been revoked or suspended and are in full force and effect;
3.5 That the matters set out in the Companies House Certificate of each of the English Subsidiary Guarantors were at the time of entry into the Indenture and are now true and accurate in all respects;
3.6 That each director of each of the English Subsidiary Guarantors had at the time of entry into the Indenture and has since then disclosed any interest which he may have in the transactions contemplated by the Indenture in accordance with the provisions of the Companies Act 1985 and the articles of association of such relevant English Subsidiary Guarantor and that none of the directors of that English Subsidiary Guarantor had or has any interest in such transactions except to the extent permitted by the articles of association of that English Subsidiary Guarantor;
3.7 That upon entry into the transactions contemplated by the Indenture there had been and that since then there has been no alteration in the status or condition of each of the English Subsidiary Guarantors as revealed by a search carried out against each of the English Subsidiary Guarantors at the Companies Registration Office in London at 5.45 p.m. on 4 April 2007 and an enquiry by telephone in respect of each of the English Subsidiary Guarantors at the Central Index of Winding Up Petitions at 10.36 a.m. on 4 April 2007;
3.8 That the directors of each of the English Subsidiary Guarantor...
Assumptions. On the Closing Date, based upon the information available to the Seller on such date, the assumptions used in calculating the Fixed Recovery Charges are reasonable and are made in good faith. Notwithstanding the foregoing, the Seller makes no representation or warranty, express or implied, that amounts actually collected arising from those Fixed Recovery Charges will in fact be sufficient to meet the payment obligations on the related Recovery Bonds or that the assumptions used in calculating such Fixed Recovery Charges will in fact be realized.
Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions:
A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder.
Assumptions. The following assumptions are hereby acknowledged by the parties and apply to the performance of the Services under this PSA:
(a) Changes to this PSA will be documented using a Project Change Request form in accordance with the process outlined in this PSA.
(b) Customer will ensure that data backup is performed. LogRhythm will not be responsible for the loss or corruption of any Customer data or for any system downtime. Except as may be purchased under a separate LogRhythm Services Agreement, LogRhythm will not be responsible for any application or host system access that encompasses coding, scripting, application analysis, system performance, troubleshooting, or applications logins outside of the Services described in this PSA.
Assumptions. The Trusts are ultimately responsible for each Fund's compliance program and its compliance with applicable federal securities laws, including Rule 38a-1 under the 1940 Act. In addition, the management of each Fund and the management of the Funds' service providers are responsible for implementation and execution of their compliance programs.
Assumptions. For the purposes of this Article 2:
(a) any sale, transfer or other disposition that would result in a direct or indirect acquisition of Multiple Voting Shares or Subordinate Voting Shares, or in the direct or indirect acquisition of control or direction over those shares, shall be construed to be a “sale” of those Multiple Voting Shares or Subordinate Voting Shares, as the case may be, and the terms “sell” and “sold” shall have a corresponding meaning; and
Assumptions. Unless otherwise expressly agreed in this Agreement, references to standards or codes are intended to refer the latest relevant editions or revisions. The pricing breakdowns listed herein, if any, are for accounting purposes only and should not be considered as stand-alone prices. All buyout items or labor included herein are subject to change at the time Honeywell places the order with the applicable vendors. Any adjustment in price and/or lead time will be reflected in a Change Order. Any references to testing obligations herein do not include any additional testing over and above that expressly defined herein.
Assumptions. The assumptions utilized in performing the Study shall be as follows:
a. Applicant is, or will be upon commencement of Rule 21 service, an eligible Customer under Rule 21.
b. Applicant will install 2 generating units, having a total operating capacity of 1,500 kW; for a total net output of 1,500 kW from these generating units.
c. The maximum generating capacity for this Project is 1,500 kW.
d. Any technical data supplied by Applicant is complete and accurate. (SCE will not be verifying any information or data provided by Applicant as a part of the Study; notwithstanding this, if SCE notices that the technical data provided by Applicant is insufficient to allow SCE to complete a Study, then SCE may suspend the Study until SCE determines that the data and information provided by Applicant is of a quality that can be used by SCE in performing the Study.).
e. The generating units will be installed by Applicant in order to meet the operating date requested by Applicant in its application for interconnection; however, performance of the Study using this assumption does not commit SCE to interconnect on the requested date. A target interconnection date shall be established by SCE after the Study are complete, based on permitting requirements, design, land issues, material lead times and other Project specific factors as well as facts related to SCE’s Distribution System.
f. No operating restrictions exist, other than for routine maintenance.
g. Other projects with interconnection applications that were submitted prior to Applicant’s Project will be assumed to be in service when performing the Study.
h. Potential system enhancements or modifications resulting from such projects, if any, are not assumed and Projects submitted after the date of the Applicant’s Project will not be considered as part of the Study.
i. For short circuit analysis, the Project will be assumed to be located at the Applicant’s generating facility.
j. This Study will not address the issues that are typically addressed by SCE as a part of a Facilities Study. If this Study concludes that a Facilities Study is needed as part of the interconnection process, then a separate agreement (and the payment of an additional fee) will be required from the Applicant before SCE performs the Facilities Study.
Assumptions. In rendering this opinion, we have assumed, with your consent and without any independent investigation, all of the following:
Assumptions. In giving this opinion, we have assumed, without independent verification:
(i) that the performance of any obligation in any jurisdiction outside New York will not be illegal or ineffective by virtue of the laws of that jurisdiction;
(ii) the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of those documents and of all documents submitted to us as originals;
(iii) that (a) each of the parties to the Underwriting Agreement, the Indenture and the Securities, as the case may be, is duly organized and validly existing, has the power and authority to execute, deliver and perform its obligations under the Underwriting Agreement, the Indenture and the Securities, as the case may be, has taken all action necessary to authorize the execution, delivery and performance of the Underwriting Agreement, the Indenture and the Securities, as the case may be, and, except to the extent expressly set out in the opinions below as to the Company, has duly executed and delivered the Underwriting Agreement, the Indenture and the Securities, as the case may be, (b) the Underwriting Agreement constitutes the legal, valid and binding obligation of each of the parties thereto, enforceable against each such party in accordance with its terms and (c) except to the extent expressly set out in the opinions below as to the Company, each of the Indenture and the Securities constitutes the legal, valid and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms;
(iv) that the Company is able lawfully to issue and sell the Securities to be issued and sold by it pursuant to the Underwriting Agreement, and that such Securities have been duly and validly authorized and issued;
(v) the accuracy of the representations and warranties, and compliance with the undertakings and agreements, of each of the parties contained in the Underwriting Agreement and the Indenture; and
(vi) that all offers and sales of the Securities will be made in compliance with, and in the manner contemplated by, the Prospectus, the Underwriting Agreement and the Indenture.
