Assumptions and Qualifications Sample Clauses

Assumptions and Qualifications. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Loan Parties, agreements and other instruments, certificates of officers and representatives of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party to the Transaction Documents (other than the Delaware Loan Parties and the Texas Loan Parties) has full power, authority, and legal right to enter into and perform all agreements to which it is a party and has duly authorized, executed, and delivered each such Transaction Document, (g) that the Transaction Documents (other than the Oklahoma Mortgage) constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and (h) the correctness and accuracy of all the facts set forth in all certificates and reports identified in this opinion. We have been advised by officers of the Loan Parties (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material to Borrower or applicable Loan Party and which, if violated by the execution, delivery, or performance of the Transaction Documents, could reasonably be expected to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligat...
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Assumptions and Qualifications. For the purpose of our opinions given below, we have assumed: (a) the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as notarial, certified, conformed, electronic or photostatic copies or as facsimiles thereof; (b) that each Underwriter is duly registered or is exempt from registration under Securities Laws as of the date hereof as a broker, investment dealer or securities dealer and has complied with all laws applicable to it, including any limitations on its activities because of the category in which it is registered or exempt from being registered, as the case may be, in arranging for the purchase of the Notes by the Purchasers; (c) that each Purchaser has received a copy of the Canadian Offering Memorandum; (d) the deemed representations, warranties, acknowledgements and certifications made by the Purchasers under the Canadian Offering Memorandum are true and correct on the date of this letter, including, without limitation: i. for each Purchaser resident in or otherwise subject to the securities laws of the Province of Alberta, (A) is an “accredited investor,” as such term is defined in NI 45-106 (other than an individual described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106 or a person in respect of which all of the owners of interests, direct, indirect or beneficial, are individuals described in paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106); (B) is: 1. purchasing the Notes as principal, or 2. a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Xxxxxx Xxxxxx Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or 3. a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and (C) was not created or used solely to purchase or hold securities as an accredited investor as described in p...
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Assumptions and Qualifications. For purposes of the opinions set forth below, I have assumed:
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Assumptions and Qualifications. For purposes of rendering the opinions expressed below, we have reviewed copies of the following documents (collectively, the “Transaction Documents”):
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Assumptions and Qualifications. The foregoing representations and warranties are subject to the following assumptions and qualifications: (i) Virginia Code Sections 15.1-486, et seq. (the “Enabling Legislation”) authorizes the local governing body, in this instance the Board of Supervisors of **, to classify the territory under its jurisdiction into zoning districts to regulate land use and development. The Zoning Ordinance recites that it was adopted by ordinance pursuant to the Enabling Legislation. Landlord has assumed, based solely upon such recitation, that the Zoning Ordinance was duly authorized and adopted. (ii) The site, the Building and the use thereof are subject to all of the other provisions of the Zoning Ordinance, as amended, including without limitation, site plan and public facility requirements, and any occupancy of the Building is subject to the issuance of a nonresidential use permit. Also, the use of the Building is subject to any and all other applicable laws, rules, regulations, orders and ordinances of the United States, Commonwealth of Virginia ** . (iii) If any of the representations or warranties set forth in this Section II.4 is untrue, or if the Zoning Ordinance or any other law, statute or ordinance affecting the permitted uses of the site is changed as a result of any actions by Landlord or any party affiliated with Landlord at any time during the Term or any extension thereof, so that the Building cannot be used as stated in this Section II.4a, then Tenant shall have the right to terminate this Lease and, at Tenant’s option, the Data Center Lease upon thirty (30) days’ prior written notice to Landlord, and Tenant shall have no further liability to Landlord thereunder, except under those provisions which would normally survive termination; provided, however, that Tenant shall have no right to terminate this Lease during the pendency of any action to secure a rezoning of the Building site that would make office uses permitted uses on the site provided that Tenant is permitted to carry on its business after such action and during the pendency of such action in the same manner as immediately before such change. Landlord shall undertake diligent efforts to prosecute such rezoning action at Landlord’s expense promptly after it learns of such change.
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Assumptions and Qualifications. With your permission we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, factual matters, representations, and warranties contained in the records, documents, instruments and certificates we have reviewed; (d) except as specifically covered in the opinions set forth above, the due authorization, execution, and delivery on behalf of the respective parties thereto (including each of the Guarantors that is not a Covered Guarantor) of documents referred to herein and the legal, valid, and binding effect thereof on such parties; (e) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions; and (f) there has not been any mutual mistake of fact, fraud, duress or undue influence. In rendering our opinion in paragraph (xiii) above with respect to Contractual Obligations, we have assumed that the agreements not governed under New York or California law will be interpreted and enforced in accordance with their plain meaning; and we have not reviewed the covenants in the Contractual Obligations that contain financial ratios or other similar financial restrictions, and no opinion is provided with respect thereto. Whenever a statement herein is qualified by the phrase “known to us,” “to our knowledge” or similar phrases, it is intended to indicate that, during the course of our representation of the Company in this transaction, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered legal services in connection with the representation described in first two paragraphs of this opinion letter. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company or its affiliates. Our opinion that any document is valid, binding, or enforceable in accordance with its terms i...
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Assumptions and Qualifications. The opinions set out in paragraph 5 (Opinions) are given on the basis of the assumptions set out in Schedule 2 (Assumptions) to this opinion and subject to the qualifications set out in Schedule 3 (Qualifications) to this opinion. This opinion is strictly limited to the matters set out in paragraph 5 (Opinions) and does not extend to and is not to be read as extending by implication to any other matter. In this opinion, we express no opinion as to the sufficiency or effectiveness of the Document to achieve the purpose contemplated by the parties to it.
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Assumptions and Qualifications. The opinions in this letter are given on the basis of the assumptions set out below and are subject to the qualification set out below. The opinions in paragraph 4 have been made on the following assumptions: 3.1. All signatures on all documents mentioned above are genuine. All copy documents are complete and conform to the originals. 3.2. The resolutions of the board of directors of the Seller set out in the Minutes were duly passed at a properly convened meeting of directors of the Seller. The correct procedure was carried out at the board meetings, for example, there was a valid quorum and all relevant interests of directors were declared. The Minutes are complete and correct and have not been amended or rescinded and are in full force and effect. 3.3. One of the persons authorised by the resolutions of the board of directors of the Seller set out in the Minutes signed the Agreement on behalf of the Seller. 3.4. The articles of association of the Seller have not been amended since the date of the copies examined by us. 3.5. The information disclosed by the search referred to in paragraph 2 is true, accurate, complete and up-to-date in all respects. There is no information which should have been disclosed by that search that has not been disclosed for any reason and there has been no alteration in the status or condition of the Seller since the date that search was made.
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Related to Assumptions and Qualifications

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Number, Tenure and Qualifications The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

  • Organization and Qualification of Seller Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. No Loan Party nor any Subsidiary thereof is an EEA Financial Institution. (b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. (c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. (d) Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s or its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

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