Assumptions. For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption: 3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy. 3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us. 3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect. 3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company. 3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers. 3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has: (a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or (b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking. 3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that: (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for; (b) the position reflected by the Searches may not be fully up-to-date; and (c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets. 3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter. 3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit. 3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein. 3.11 That: (a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012; (b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and (c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein. 3.12 That the execution, delivery and performance of the Transaction Document: (a) does not and will not contravene the laws of any jurisdiction outside Ireland; (b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and (c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland. 3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact. 3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein. 3.15 That: (a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document; (b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws; (c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and (d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
Appears in 1 contract
Assumptions. For the purpose of giving this Opinion we assume the following, without any responsibility on 92155415 In stating our part if any assumption proves to have been untrue as opinion we have not verified independently any assumptionassumed:
3.1 The truth, completeness1.1 the authenticity, accuracy and authenticity completeness of all copy letters, resolutions, certificates, permissions, minutes, authorisations Documents and all other documents of any kind documentation examined by us submitted to us as originals or copies of originals, and (in the case of copies) conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the originals of copy documentsDocuments and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;
1.3 the genuineness of all signaturessignatures on the Documents;
1.4 the authority, stamps capacity and seals thereon that any signatures are the signatures power of each of the persons who they purport to be and that each original was executed in signing the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document Documents (other than the Company to in respect of the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacitySubject Agreements);
1.5 that any representation, power and authority to execute the Transaction Documentwarranty or statement of fact or law, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company as to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of Bermuda, made in any jurisdiction outside Irelandof the Documents is true, accurate and complete;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which 1.6 that the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of Subject Agreements constitute the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation;
1.7 that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their respective terms terms, under the laws of the State of New York by which they are expressed to be governed;
1.9 that the Subject Agreements are in the proper legal form to be admissible in evidence and enforced in the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York (New York Courts) and in accordance with the laws of the State of New York;
1.10 that there are no provisions of the laws or regulations of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after Bermuda which would be contravened by the execution and or delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing Subject Agreements or which would have any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; \9089893.2
1.11 that none of the parties to the Subject Agreements maintains a place of business (as defined in section 4(6) of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of its assets or undertaking; and
(d) no petition such search and disclosed all information which is material for the making purposes of this opinion and such information has not since the date and time of the Company Search been materially altered;
1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;
1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company (Board) in a winding-up order meeting which was duly convened and at which a duly constituted quorum was present and voting throughout or adopted by the ad hoc committee of the Board as unanimous written resolutions of the ad hoc committee, as the case may be, and that there is no matter affecting the authority of the Directors of the Company to effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the appointment of an examiner or Resolutions, which would have any similar officer or any analogous procedure has been presented adverse implication in relation to the opinions expressed herein;
1.15 that the Administrative Agent and the Lenders from time to time party to the Fourth Amended and Restated Credit Agreement have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board or the ad hoc committee, as the case may be, passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;
1.16 that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements would benefit the Company; and
1.17 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.
Appears in 1 contract
Sources: Credit Agreement (Invesco Ltd.)
Assumptions. For the purpose of giving The opinions rendered in this Opinion we assume are given on the following, without any responsibility on basis of our part if any assumption proves to have been untrue as understanding of the terms of the Credit Agreement and the assumptions set forth below in this Section 2:
(i) Each of the Documents of which we have not verified independently any assumption:seen executed originals or copies of executed originals has been duly authorized, executed and delivered by each party thereto, except for the Belgian Borrowers;
3.1 (ii) The truth, completeness, accuracy and authenticity genuineness of all copy letterssignatures on originals or copies of originals of Documents;
(iii) The authenticity and completeness of all Documents, resolutions, certificates, permissions, minutes, authorisations certificates and all other documents of any kind records submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documentsall Documents, certificates and records submitted to us as reproduction copies, and the genuineness authenticity of the originals of such latter Documents;
(iv) The legal capacity (handelingsbekwaamheid) of all signaturesnatural persons executing Documents, stamps certificates and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:records;
(av) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 The completeness and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted forinformation contained in such Documents, certificates and records;
(bvi) None of the position reflected by Corporate Documents have been amended or restated since the Searches may not date as of which they have been certified to be fully up-to-date; andtrue, correct and complete, and the Corporate Documents are still in full force and effect as of the date hereof;
(cvii) searches at All parties to the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any Credit Agreement, other action taken for than the winding-up ofBelgian Borrowers, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness are duly organized and accuracy of all representations and statements as to factual matters contained validly existing in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.jurisdictions;
3.10 That the Transaction Document is the only document relating (viii) All parties to the subject matter of Credit Agreement, other than the Transaction Belgian Borrowers, have the capacity to execute the Credit Agreement and to perform the obligations resulting thereunder;
(for the purposes of the Opinionix) and that there are no agreements or arrangements of any sort in existence between When validly signed by all the parties to the Transaction Document and/or any other party Credit Agreement, the Credit Agreement, which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party is expressed to the Transaction Document be governed by New York law, is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, will be valid, binding and enforceable in accordance with its respective terms on themand against each party thereto under New York law;
(x) There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Credit Agreement;
(xi) The entering into the Credit Agreement by each of the parties thereto is in the corporate interest (vennootschapsbelang) of each of such parties;
(xii) The Credit Agreement has been or will be knowingly and freely executed on behalf of all parties thereto;
(xiii) The Credit Agreement has been entered into between parties acting at arms’ length for bona fide commercial reasons, and the conduct of those parties will continue to comply with any requirement of good faith and fair dealing, and has not violated and will not violate public policy or good morals;
(xiv) All representations and warranties contained in the Credit Agreement (other than those in respect of which we express a specific opinion below) are accurate in all respects as of the date hereof;
(xv) Each of the Lenders and the Agent is duly and validly registered as a bank or financial institution in its country of incorporation and in the country in which its branch or establishment performing its obligations and exercising its rights under the Credit Agreement is registered, for activities including the performance of its obligations and the exercise of its rights under the Credit Agreement; and
(cxvi) each party to the Transaction Document (No provision of any applicable law other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance laws of the Transaction Document:
(a) does not and will not contravene the laws Kingdom of Belgium contradicts or invalidates any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to Belgian legal matters upon which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on we express an opinion herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
Appears in 1 contract
Sources: Credit Agreement (Lubrizol Corp)
Assumptions. 3.1 For the purpose of giving this Opinion we assume the followingopinion, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently made and relied upon the assumptions set out below without making any assumptioninvestigation thereof:
3.1 The truth, completeness, accuracy and authenticity of 3.1.1 that all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on hereinGuernsey Entities) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to enter into the Agreements and Documents to which they are a party and that such parties will be duly authorised to execute and deliver those Agreements and Documents and that the Transaction DocumentAgreements and Documents will be dated;
3.1.2 that where we have examined drafts, to exercise the Agreements as executed do not differ in any material respect from the drafts which we have examined and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; andfurther that the Agreements are executed in the manner prescribed by the Resolutions;
(c) each party 3.1.3 the conformity to the Transaction Document (other than the Company originals of all documents supplied to the extent opined on herein) has taken all necessary corporate action and other steps to executeus as drafts, delivercertified, exercise and perform the Transaction Document photocopied, conformed or facsimile copies and the rights authenticity and obligations set out therein.
3.12 That the execution, delivery and performance completeness of the Transaction Document:
(a) does not originals of such documents, and will not contravene the laws authenticity and completeness of any jurisdiction outside Irelandall documents supplied to us as originals;
(b) does not 3.1.4 the genuineness and will not result in any breach authenticity of any agreement, instrument or obligation all signatures and seals on the documents and instruments submitted to which us for the Company is a party; andpurposes of this letter;
(c) is not and will not be illegal or unenforceable by virtue 3.1.5 that there are no provisions of the laws of any jurisdiction outside Ireland.Guernsey which would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside Guernsey may be relevant, such laws have been or will be complied with (including without limitation, the obtaining of all necessary consents, licences, registrations, approvals and filings);
3.13 That 3.1.6 that the Company was not mistaken in entering into Agreements when executed and delivered by the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes parties thereto will constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of the jurisdiction by which laws the Agreements are expressed to be governed;
3.1.7 that the choice of governing law for the Agreements was bona fide (for example not made with any relevant jurisdiction intention of avoiding provisions of the law with which the transactions under the Agreements have the closest and most real connection) and legal (other than Ireland insofar with respect to Guernsey law) and there is no reason for avoiding that choice of law on grounds of public policy or otherwise; _______________________________________________________________________________________
3.1.8 that the information and documents disclosed by our searches of the Public Records are accurate as opined on herein.at the date hereof and there is no information or document which had been delivered for registration, or which is required by the laws of Guernsey to be delivered for registration, or which has been passed or made but not yet delivered for registration, which was not included in the Public Records;
3.15 That:3.1.9 that all directors and secretaries of Finance GP have been validly appointed in accordance with the Companies (Guernsey) Law, 2008 (as amended) (the “Companies Law”) and the Articles and are not ineligible to act as such;
3.1.10 that the Certificates are complete and accurate as at the date hereof and the continuing accuracy and completeness of all statements as to matters of fact contained in the Documents as at the date hereof;
3.1.11 that the proceedings described in the Minutes were duly convened, remained quorate throughout and were duly conducted as so described and that the resolutions passed thereat were duly adopted, have not been revoked, superseded or varied and remain in full force and effect;
3.1.12 that the Board Appointment Resolutions and the Resolutions were duly adopted by all of the directors of Finance GP at the relevant time, have not been revoked, superseded or varied and remain in full force and effect;
3.1.13 that there are no documents or information which we have not been provided with which could affect the accuracy of this opinion;
3.1.14 that the powers of the Guernsey Entities and the powers and authority of the directors of Finance GP have not been restricted in any way other than as set out in the Documents;
3.1.15 that in entering into the Agreements (ai) the Company was not directors of Finance GP have acted prudently for the commercial benefit of Finance GP, Finance LP and the limited partners of Finance LP; and (ii) Finance GP as general partner of Finance LP has acted prudently for the commercial benefit of Finance LP and the limited partners of Finance LP; and in each case in good faith for the purposes of carrying on its business (and that of Finance LP) on arm’s length commercial terms, and further that they have disclosed all personal interests in the transactions contemplated in the Agreements in accordance with the requirements of the Companies Law, the LPA and the Articles;
3.1.16 that none of the Guernsey Entities is insolvent or unable to pay its debts within the meaning of Sections 509(3) as they fall due and 570 none of the Companies Act Guernsey Entities will become insolvent or unable to pay its debts as they fall due as a result of it entering into the Agreements;
3.1.17 that there has not been, nor does there continue to be a reason for Finance GP to be struck off the register of companies at the Registry; _______________________________________________________________________________________
3.1.18 that in respect of the transactions contemplated by, referred to in, provided for or effected by, the Agreements, each of the parties thereto entered into the same in good faith for the purpose of carrying on its business on arm’s length commercial terms;
3.1.19 that all consents, exemptions, licences, registrations, approvals or authorisations of any analogous provision person required in relation to the transaction contemplated or entered into under any applicable laws immediately after or pursuant to the Agreements, the execution and delivery of the Transaction DocumentAgreements and the performance and observance of the terms thereof by the parties thereto (other than such consents, exemptions, licences, registrations, approvals or authorisations required of any Guernsey Entity under the laws and regulations of Guernsey) have been obtained and are in full force and effect at the date of this opinion;
3.1.20 that each of the parties to the Agreements (bother than the Guernsey Entities) is duly incorporated and organised, validly existing and in good standing under the Company will not, as a consequence laws of doing any act or thing which any Transaction Document contemplates, permits or requires its jurisdiction of incorporation and of the relevant party to do, be unable to pay jurisdiction of its debts within the meaning principal place of such Sections or any analogous provisions under any applicable lawsbusiness;
(c3.1.21 that any property secured by the Agreements is legally and physically situate outside Guernsey;
3.1.22 that the declaration filed with the Registry pursuant to Section 8(2) no liquidator, receiver or examiner or other similar or analogous officer has been appointed of the LP Law in relation to the Company or any Finance LP, represents true and correct disclosures of its assets or undertakingall relevant matters required thereunder; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company3.2 We have not independently verified these assumptions.
Appears in 1 contract
Assumptions. For In considering the purpose of giving Document and in rendering this Opinion we assume the followingopinion letter, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:without further enquiry, assumed that as of the date hereof: Authenticity and Completeness of Documents
3.1 The truth, completeness, accuracy (a) the authenticity and authenticity completeness of all documents submitted to us as originals; the completeness and conformity to the originals of all copy (including facsimile or pdf copy) documents, certificates, letters, resolutions, certificatespowers of attorney, documents, permissions, minutes, authorisations and all other copy documents of any kind submitted furnished to us as us; and the authenticity and completeness of the originals of any such copies (including facsimile or pdf copies) examined by us;
(b) the genuineness of all signatures and seals on documents originals or copies of originals, and (in which have been examined by us; that the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed duly and unconditionally delivered by all parties thereto (other than the Companies) on the respective dates therein stated; and that all escrow or similar arrangements, agreements or understandings in a form connection with the Document and content having no material difference all conditions required to be met before the final draft provided Document and/or any obligation thereunder is or is deemed to us.be or have been delivered and/or made effective, have been met and satisfied;
3.3 That (c) that the copies produced to us (including copies annexed to the Certificates) of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record and record; that any meetings referred to in such copies therein were duly convened, duly quorate convened and held and all formalities were duly observedheld, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona bona-fide throughout, that all resolutions set out in such copies were duly passed and that no further resolutions have been passed passed, or corporate or other action taken taken, which would or might alter the effectiveness thereof and in this regard we refer to the Certificates;
(d) that such resolutions have not where a document has been amended examined in draft or rescinded specimen form it has been executed in the form of that draft or specimen as examined by us;
(e) the completeness and are in full force and effect.
3.4 That each director accuracy as of the Company has disclosed any interest which he may have date hereof of:
(i) all statements in, and attachments to, the Certificates;
(ii) representations contained in the Transaction in accordance with Document as to matters of fact, and matters of law other than Irish law; and
(iii) the provisions results of the Companies Act Searches; and the Constitution of the Company that further searches would not reveal any circumstances which would affect this opinion letter; The Document and none of related documentation
(f) that the directors of each Company in authorising the Company has any interest entry into and the execution and the performance of, the Document to which it is a party have exercised their powers in good faith in the Transaction except interests of such Company, its shareholders, creditors and employees, and have used due skill, care and diligence in considering and approving the matters before them;
(g) that the Document has been entered into by the parties thereto for bona fide commercial purposes, on an arm’s-length basis having regard to the extent permitted by the Constitution relationship of the Company.parties and for their respective corporate benefit;
3.5 The (h) an absence of fraud, bad faith, undue influence, coercion, mistake or duress or undue influence and lack of bad faith on the part of any party to the Document or their respective employees, agents, directors or advisers;
(i) that the warranties and representations set out in the Document (other than warranties and representations as to matters of Irish law upon which we have opined in this opinion letter), are true and accurate at the date at which they are expressed to be made;
(j) that there are no agreements or arrangements in existence or contemplated between the parties (or any of them) to the Document which have not been disclosed to us and which in any material way amend, add to or vary the terms or conditions of the Document, or the respective rights and interests of the parties thereto, or create any rights over any property the subject matter of the Document; that there are no contractual or similar restrictions binding on the parties which would affect the conclusions in this Opinion; Solvency
(k) that each Company is not and will not be as a result of the transactions contemplated by the Document, insolvent or unable to pay its debts, or deemed to be so under any applicable statutory provision or law, as at (i) the date of execution of the Document to which it is party, (ii) the effective date of the Document to which it is party or (iii) the date of this Opinion; All Parties
(l) the due performance of the Document by all parties (other than the Companies with respect to the matters that are the subject of this Opinion) thereto;
(m) that each of the parties to the Transaction Document, other than the Companies:
(i) has been duly incorporated and is validly existing and has all necessary capacity and power, and has obtained all necessary consents, licences and approvals (governmental, regulatory, legal or otherwise) to enter into the Document and to perform its obligations thereunder; and
(ii) has validly authorised entry into, and has duly executed, the Document to which it is party;
(n) that as a matter of all relevant laws (including in particular in relation to the Document the law expressed therein to be the governing law) other than the laws of Ireland:
(i) all obligations under the Document are valid, legally binding upon, and enforceable in accordance with their terms against, the respective officersparties thereto; that the choice of governing law under the Document is valid; and, employeesinsofar as is relevant to any matter opined on herein, agents that words and phrases used therein have the same meaning and effect as they would if such documents were governed by Irish law; and
(with ii) all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary in order to permit the exception execution, delivery or performance of the Document or to perfect, protect or preserve any of the interests created by the Document, have been obtained, made or done or will be obtained, made or done within any relevant permitted period(s);
(o) that, other than as disclosed in the Certificates and the Searches, none of the parties to the Document and/or any document referred to therein (in each case other than the Companies) has taken any corporate or other action nor have any steps been taken or legal proceedings been started against any of such parties for the liquidation, winding-up, dissolution, striking-off, examination, reorganisation, or administration of, or for the appointment of a liquidator, receiver, trustee, examiner, administrator, administrative receiver or similar officer to, any of such parties or all or any of its assets and that none of such parties is or was at the date of execution or the effective date of any of such documents or will as a result of the transactions contemplated by such documents become insolvent, unable to pay its debts, or deemed unable to pay its debts under any relevant statutory provision, regulation or law, or has been dissolved; and that no event similar or analogous to any of the foregoing has occurred or will occur as a result of the transactions contemplated by such documents in relation to any of them under the laws of any jurisdiction applicable to any of such parties; Financial Transfer Restriction
(p) that the transactions and other matters contemplated by the Document are not and will not be affected by:
(i) any financial restrictions or asset freezing measures arising from orders made by the Minister for Finance under the Financial ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the Criminal Justice (Terrorist Offences) ▇▇▇ ▇▇▇▇ or the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ to 2009 or European Communities Regulations having direct effect in Ireland. Regulations and orders which have been made under the aforementioned Acts, and which are in effect at the date of this opinion, impose restrictions on financial transfers involving residents of certain countries and certain named individuals and certain entities arising from the implementation in Ireland of United Nations and EU sanctions; or
(ii) advisersany directions or orders made under the Criminal Justice (Money Laundering and Terrorist Financing) ▇▇▇ ▇▇▇▇. That Act transposes into Irish law the European Union Directive 2005/60/EC of the European Parliament and the Council of 26 October 2005; Group Companies
(r) that AerCap is the ultimate holding company (within the meaning of Section 155 of the Companies Act, 1963) of each of AerCap Ireland Limited and AerCap Ireland Capital Limited and accordingly AerCap Ireland Limited, AerCap Ireland Capital Limited and AerCap are members of the same group of companies consisting of a holding company and its subsidiaries for the purposes of the Companies Acts 1963 to 2013; Insurance Legislation
(s) in considering the application of the Insurance Acts, 1909 to 2009, regulations made thereunder and regulations relating to insurance under the European ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, that each of AerCap Ireland Limited and AerCap Ireland Capital Limited is a subsidiary of AerCap; and
(t) AerCap Ireland Limited has not received or will not receive any remuneration in connection with any guarantee indemnity or similar payment obligation given by AerCap Ireland Limited under the terms of the Document.
3.6 That, based only on the searches referred to in paragraph 1.8(e), (u) that no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the either Company has:
(a) has been the subject of any declaration, order a declaration under Section 150 (Restriction) or deemed order for disqualification Section 160 (Disqualification of certain persons from acting as directors or restriction under auditors of or managing companies) of the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or▇▇▇ ▇▇▇▇;
(bv) received any notice under a copy of each Statutory Declaration will be delivered to the Registrar of Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as within 21 days of the date of this Opinion on which the financial assistance referred to therein was given which we undertake to attend to within the statutorily prescribed period;
(w) that the opinions and has matters respectively sworn in each Statutory Declaration were when sworn and given, and now remain, true and accurate and complete and are not since the time of such search been altered. In this connection, it should be noted thatmisleading or incorrect in any respect;
(x) in relation to each Company:
(ai) that the matters disclosed in the Searches may not present directors whose identities and signatures appear on each Statutory Declaration were a complete summary majority of the actual position on directors of such Company when the matters we have caused searches to be conducted forStatutory Declarations were made;
(bii) that the position reflected Statutory Declarations were sworn, at the meetings of the board of directors referred to in the Minutes, before a solicitor who holds a practising certificate (which is in force) for the practice year ending 31 December 2014 issued by the Searches may not be fully up-to-dateLaw Society of Ireland (in this regard we refer you to the practising certificate attached hereto at Annex 2);
(iii) that, as at the time when the Special Resolution of AerCap Ireland Limited was passed, AerCap International (Isle of Man) Limited was the sole member of AerCap Ireland Limited and that there was no other person who was entitled to attend and vote at any general meeting of AerCap Ireland Limited;
(iv) that, as at the time when the Special Resolution of AerCap Ireland Capital Limited was passed, AerCap Ireland Limited was the sole member of AerCap Ireland Capital Limited and that there was no other person who was entitled to attend and vote at any general meeting of AerCap Ireland Capital Limited;
(v) that the person who signed the Special Resolution of AerCap Ireland Limited on behalf of AerCap International (Isle of Man) Limited (as sole member of AerCap Ireland Limited) was a duly authorised representative of AerCap International (Isle of Man) Limited;
(vi) that a copy of the signed and sworn Statutory Declaration of a majority of the directors of AerCap Ireland Limited was attached to the Special Resolution of AerCap Ireland Limited prior to its execution on behalf of AerCap International (Isle of Man) Limited (as sole member of AerCap Ireland Limited);
(vii) that a copy of the signed and sworn Statutory Declaration of a majority of the directors of AerCap Ireland Capital Limited was attached to the Special Resolution of AerCap Ireland Capital Limited prior to its execution on behalf of AerCap Ireland Limited (as sole member of AerCap Ireland Capital Limited); and
(cviii) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) facts and there is no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed information in relation to the Company or any giving of its assets or undertaking; and
financial assistance by the Companies of which we do not have actual knowledge (d) no petition for being the making actual knowledge of a winding-up order or ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, the appointment lawyers in this firm who have acted on behalf of an examiner or any similar officer or any analogous procedure has been presented in relation to the CompanyCompanies).
Appears in 1 contract
Assumptions. For 4.1 In considering the purpose of Documents and in giving this Opinion we assume the followingopinion, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumptionwith your consent and without further investigation or enquiry assumed:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, 4.1.1 the genuineness of all signatures, stamps and seals thereon on all documents and that any signatures are the signatures all signatures, stamps and seals were applied to a complete and final version of the persons who document on which they purport appear;
4.1.2 the legal capacity of all natural persons;
4.1.3 the authenticity, accuracy and completeness of those of the Documents submitted to be us as originals, the conformity to the original documents of those of the Documents submitted to us as certified, conformed or photostatic copies or received by facsimile transmission or by electronic mail (including those obtained on a website) and the authenticity, accuracy and completeness of those original documents;
4.1.4 that each original was no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the Documents;
4.1.5 that, where a Document has been examined by us in draft or specimen form, it will be, or has been, duly executed in the form of that draft or specimen (without amendment) and those transactions contemplated by the Documents which are not yet completed will be carried out strictly in the manner appearing on described;
4.1.6 that the copy.Agreements have been duly authorised, executed and delivered by each of the parties in accordance with all applicable laws (other than, in the case of the Opinion Parties, the laws of England) and are not subject to any escrow or other similar arrangement;
3.2 That 4.1.7 that the Transaction Document has been executed in a form and content having no material difference entry into, exercise of its rights under, and/or performance of, or compliance with, the Agreements by each party to the final draft provided Agreements (other than the Opinion Parties) and/or each party’s (other than the Opinion Parties’) performance of and compliance with the terms of the Agreements, do not and will not violate any of the documents constituting such party or the Agreements;
4.1.8 that each party to us.the Agreements (other than each of the Opinion Parties) is duly organised, validly existing and in good standing (where such concept is legally relevant) under the laws of its jurisdiction of incorporation;
3.3 That 4.1.9 the copies produced legal and corporate capacity, power and authority of each of the parties to us the Agreements (other than each of minutes the Opinion Parties) to execute, deliver, perform and comply with their respective obligations and exercise their rights under the Agreements;
4.1.10 that the Agreements constitute legal, valid and binding obligations of meetings and/or each of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record parties thereto enforceable under all applicable laws and that all appropriate filings and registrations in connection with the Agreements have been or will be duly effected in all relevant jurisdictions (other than, in the case of the Opinion Parties, the laws of England) within all applicable time periods;
4.1.11 to the extent that the laws of the State of New York or any meetings other jurisdiction are relevant, there are no provisions of such laws which would affect this opinion;
4.1.12 that the Agreements have been entered into for bona fide commercial reasons and on arms’ length terms by each of the parties to the Agreements;
4.1.13 the absence of mutual mistake of fact, or any arrangement, document, agreement or course of conduct or prior dealing between any of the parties to the Agreements that modifies or supersedes any of the terms of the Agreements or that would result in the inclusion of any additional terms in the Agreements;
4.1.14 that the directors of each Opinion Party in authorising execution of the Agreements have exercised their powers in accordance with their duties under all applicable laws and the articles of association of such Opinion Party;
4.1.15 that each of the statements contained in the Officer’s certificate of each Opinion Party dated 20 November 2015 and listed in the Schedule to this letter, are true, accurate and complete at the date of this letter;
4.1.16 that the information revealed by the Company Search was accurate in all respects and that nothing has occurred since those searches to make that information inaccurate in any respect;
4.1.17 that the information revealed by the Winding-up Enquiry was accurate in all respects and that nothing has occurred since our enquiry to make any such information inaccurate in any respect;
4.1.18 that the resolutions of the board of directors of each Opinion Party referred to in such copies the Schedule to this letter were (or, as the case may be, will be) duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof approved by written consent and that such resolutions have not been been, and will not be, amended or rescinded rescinded;
4.1.19 that the board of directors of Holdings approved the terms and are conditions of each of (i) the Term Loan Agreement and (ii) the Guaranty Agreement, in full force each case as well as the transactions contemplated thereby;
4.1.20 that no party to the Agreements is or was at the time of execution and effect.
3.4 That each director delivery of the Company has disclosed Agreements or at the time of any interest transaction of which he may have in the Transaction in accordance with the provisions Agreements form part is or was, or immediately after execution and delivery of the Companies Act Agreements will be; or in consequence of execution and the Constitution delivery of the Company Agreements has become, insolvent, or deemed to be insolvent under any applicable law and none of the directors of the Company nor has any interest in the Transaction except party to the extent permitted by Agreements entered any winding-up, dissolution, receivership, administrative receivership, administration, voluntary arrangement, insolvency, bankruptcy or other similar proceedings under any applicable law and that no liquidator, receiver, administrative receiver, administrator, supervisor or similar officer has been appointed in respect of any party to the Constitution Agreements in any jurisdiction or any of its respective assets and no notice has been given or filed in relation to the Company.appointment of such an officer;
3.5 The absence of 4.1.21 no fraud, coercion, duress or undue influence or duress exists or was exerted which resulted in any party to the Agreement entering into the Agreements;
4.1.22 to the extent that any obligation falls to be performed in a jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;
4.1.23 that the choice of law provisions relating to the Agreements were made in good faith and lack of bad faith on for bona fide purposes;
4.1.24 other than those contained in the part Agreements, there is no agreement, undertaking, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) between all or any of the parties or any other matter which renders the relevant information in the Agreements inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion letter;
4.1.25 that each Opinion Party has and will continue to have, its centre of main interests within the Transaction Document and their respective officers, employees, agents and meaning of the EC Regulation on Insolvency Proceedings 2000 Council Regulation (with the exception of EC) ▇▇. ▇▇▇▇/▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇) advisers.▇▇▇▇;
3.6 That, based only on the searches referred to in paragraph 1.8(e), 4.1.26 that no person who foreign main insolvency proceeding has been appointed or acts recognised in Great Britain under the Cross Border Insolvency Regulations 2006 (and it is not possible to conduct a central search in Great Britain in relation to any way, whether directly or indirectly, as a director or secretary of, or who has been concerned such proceedings) which would entitle actions in or taken part in respect of any assets of the promotion of, the Company has:
(a) been Opinion Parties which are the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches those foreign proceedings to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-datetaken in Great Britain; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and 4.1.27 that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) Agreements by each Opinion Party and the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any exercise of its assets or undertaking; and
(d) no petition for rights and the making performance of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Companyits obligations thereunder will materially benefit such Opinion Party.
Appears in 1 contract
Assumptions. For 4.1 In considering the purpose of Documents and in giving this Opinion we assume the followingopinion, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumptionwith your consent and without further investigation or enquiry assumed:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, 4.1.1 the genuineness of all signatures, stamps and seals thereon on all documents and that any signatures are the signatures all signatures, stamps and seals were applied to a complete and final version of the persons who document on which they purport appear;
4.1.2 the legal capacity of all natural persons;
4.1.3 the authenticity, accuracy and completeness of those of the Documents submitted to be us as originals, the conformity to the original documents of those of the Documents submitted to us as certified, conformed or photostatic copies or received by facsimile transmission or by electronic mail (including those obtained on a website) and the authenticity, accuracy and completeness of those original documents;
4.1.4 that each original was no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the Documents;
4.1.5 that, where a Document has been examined by us in draft or specimen form, it will be, or has been, duly executed in the form of that draft or specimen (without amendment) and those transactions contemplated by the Documents which are not yet completed will be carried out strictly in the manner appearing on described;
4.1.6 that the copy.Agreements have been duly authorised, executed and delivered by each of the parties in accordance with all applicable laws (other than, in the case of each of the English Companies, the laws of England) and are not subject to any escrow or other similar arrangement; 16 December 2011 Page 4 Weil, Gotshal & M▇▇▇▇▇
3.2 That 4.1.7 that the Transaction Document has been executed in a form and content having no material difference entry into, exercise of its rights under, and/or performance of, or compliance with, the Agreements by each party to the final draft provided Agreements (other than the English Companies) and/or each party’s (other than the English Companies’) performance of and compliance with the terms of the Agreements, do not and will not violate any of the documents constituting such party or the Agreements;
4.1.8 that each party to us.the Agreements (other than each of the English Companies) is duly organised, validly existing and in good standing (where such concept is legally relevant) under the laws of its jurisdiction of incorporation;
3.3 That 4.1.9 the copies produced legal and corporate capacity, power and authority of each of the parties to us the Agreements (other than each of minutes the English Companies) to execute, deliver, perform and comply with their respective obligations and exercise their rights under the Agreements;
4.1.10 that the Agreements constitute legal, valid and binding obligations of meetings and/or each of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record parties thereto enforceable under all applicable laws and that all appropriate filings and registrations in connection with the Agreements have been or will be duly effected in all relevant jurisdictions (other than, in the case of the English Companies, the laws of England) within all applicable time periods;
4.1.11 to the extent that the laws of the State of New York or any other jurisdiction are relevant, there are no provisions of such laws which would affect this opinion;
4.1.12 that the Agreements have been entered into for bona fide commercial reasons and on arms’ length terms by each of the parties to the Agreements;
4.1.13 the absence of mutual mistake of fact, or any arrangement, document, agreement or course of conduct or prior dealing between any of the parties to the Agreements that modifies or supersedes any of the terms of the Agreements or that would result in the inclusion of any additional terms in the Agreements;
4.1.14 that the directors of each of the English Companies in authorising execution of the Agreements have exercised their powers in accordance with their duties under all applicable laws and the articles of association of the English Companies;
4.1.15 that each of the statements contained in the Secretary’s certificate of each of the English Companies dated 16 December 2011 and listed in the Schedule to this letter, are true, accurate and complete at the date of this letter;
4.1.16 that the information revealed by the Company Search was accurate in all respects and that nothing has occurred since those searches to make that information inaccurate in any respect; 16 December 2011 Page 5 Weil, Gotshal & M▇▇▇▇▇
4.1.17 that the information revealed by the Winding-up Enquiry was accurate in all respects and that nothing has occurred since our enquiry to make any such information inaccurate in any respect;
4.1.18 that the meetings of the board of directors of each of the English Companies held on 9 December 2011 were duly convened and held, as evidenced by the minutes; a quorum of directors was present and acting throughout; the resolutions of the board of directors of each of the English Companies referred to in such copies the Schedule to this letter were (or, as the case may be, will be) duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been been, and will not be, amended or rescinded rescinded;
4.1.19 that no party to the Agreements is or was at the time of execution and are in full force and effect.
3.4 That each director delivery of the Company has disclosed Agreements, or at the time of any interest transaction of which he may have in the Transaction in accordance with the provisions Agreements form part is or was, or immediately after execution and delivery of the Companies Act Agreements will be; or in consequence of execution and the Constitution delivery of the Company Agreements has become, insolvent, or deemed to be insolvent under any applicable law and none of the directors of the Company nor has any interest in the Transaction except party to the extent permitted by Agreements entered any winding-up, dissolution, receivership, administrative receivership, administration, voluntary arrangement, insolvency, bankruptcy or other similar proceedings under any applicable law and that no liquidator, receiver, administrative receiver, administrator, supervisor or similar officer has been appointed in respect of any party to the Constitution Agreements in any jurisdiction or any of its respective assets and no notice has been given or filed in relation to the Company.appointment of such an officer;
3.5 The absence of 4.1.20 no fraud, coercion, duress or undue influence or duress exists or was exerted which resulted in any party to the Agreements entering into the Agreements;
4.1.21 to the extent that any obligation falls to be performed in a jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;
4.1.22 that the choice of law provisions relating to the Agreements were made in good faith and lack of bad faith on for bona fide purposes;
4.1.23 other than those contained in the part Agreements, there is no agreement, undertaking, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) between all or any of the parties or any other matter which renders the relevant information in the Agreements inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion letter;
4.1.24 that the English Companies each have and will continue to have, their centres of main interests within the Transaction Document and their respective officers, employees, agents and meaning of the EC Regulation on Insolvency Proceedings 2000 Council Regulation (with the exception of EC) N▇. ▇▇▇▇/▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇) advisers.▇▇▇▇; 16 December 2011 Page 6 Weil, Gotshal & M▇▇▇▇▇
3.6 That, based only on the searches referred to in paragraph 1.8(e), 4.1.25 that no person who foreign main insolvency proceeding has been appointed or acts recognised in Great Britain under the Cross Border Insolvency Regulations 2006 (and it is not possible to conduct a central search in Great Britain in relation to any way, whether directly or indirectly, as a director or secretary of, or who has been concerned such proceedings) which would entitle actions in or taken part in respect of any assets of the promotion of, the Company has:
(a) been English Companies which are the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches those foreign proceedings to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-datetaken in Great Britain; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and 4.1.26 that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) Agreements by the Company English Companies and the exercise of their rights and the performance of their obligations thereunder will not, as a consequence materially benefit each of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the CompanyEnglish Companies.
Appears in 1 contract
Assumptions. For the purpose of giving this Opinion With your consent, we assume the following, without any responsibility on our part if any assumption proves to have been untrue as assumed and we have not verified independently any assumptionindependently:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, 2.1 the genuineness of all signatures, stamps and seals thereon seals, the conformity to the originals of all the documents submitted to us as certified, photostatic, faxed or e-mailed copies or specimens and the authenticity of the originals of such documents;
2.2 that any signatures copies we have examined are the signatures complete and accurate copies of the originals;
2.3 that the Opinion Documents have been executed by such persons who they purport to be and that each original was executed as specified in the manner appearing on Resolutions;
2.4 the copy.due and valid authorization, execution and delivery of the Opinion Documents by all the parties thereto (other than the Company), as well as the power, authority, capacity and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law;
3.2 That 2.5 that the Transaction Document has been executed Opinion Documents (and any document in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions connection therewith) have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director signed on behalf of the Company has disclosed by any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇-▇▇▇▇▇, coercion▇▇▇▇▇▇▇ Lambinet, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇) advisers.▇▇▇▇;
3.6 That2.6 that all authorizations, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject approvals and consents of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (country other than the Company to the extent opined on herein) are duly incorporated and validly Luxembourg which may be required in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That connection with the execution, delivery and performance of the Transaction Document:Opinion Documents (and any other documents in connection therewith) have been or will be obtained and that all internal corporate or other authorization procedures by each party (other than the Company) for the execution by it of the Opinion Documents (or any document in connection therewith) to which it is expressed to be a party, have been duly fulfilled;
2.7 that the Opinion Documents are legal, valid, binding and enforceable under New York law, that the choice of New York law is valid (aas a matter of New York law) does not as the choice of proper law and will not contravene that the obligations assumed by all the parties thereunder constitute legal, valid, binding and enforceable obligations under New York law by which the Opinion Documents are expressed to be governed;
2.8 that the Opinion Documents constitute the legal, valid and binding obligations of each of the parties thereto (other than the Company) under the laws of the jurisdiction of its incorporation or of its principal office or of its principal place of establishment;
2.9 that the Opinion Documents are in the proper legal form to be admissible in evidence and enforced in the courts, and in accordance with the laws, of the State of New York by which they are expressed to be governed;
2.10 that, in so far as any obligation under, or action to be taken under, the Opinion Documents is required to be performed or taken in any jurisdiction outside Ireland;
(b) does not Luxembourg, the performance of such obligation or the taking of such action will constitute a valid and will not result in any breach binding obligation of any agreement, instrument or obligation to which each of the Company is a party; and
(c) is not parties thereto under the laws of that jurisdiction and will not be illegal or unenforceable by virtue of the laws of that jurisdiction;
2.11 that there are no provisions of the laws of any jurisdiction outside Ireland.Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;
3.13 That 2.12 that all the Company was not mistaken parties to the Opinion Documents (other than the Company) are companies duly organized, incorporated and validly existing in entering into accordance with the Transaction Document as laws of the jurisdictions of their respective incorporation and/or their place of effective management, having a corporate existence, that in respect of all the parties to the Opinion Documents, no steps have been taken pursuant to any material relevant fact.insolvency proceedings to appoint an administrator, receiver or liquidator over the respective parties or their assets and that no voluntary winding-up of such parties has been recorded at the date hereof;
3.14 That 2.13 that all conditions precedent to the Transaction Document constitutes legal, valid effectiveness of each of the Opinion Documents have been satisfied and binding obligations that each of the Opinion Documents is in full force and effect as against the parties thereto;
2.14 that any representation, enforceable warranty or statement of fact or law, other than as to the laws of Luxembourg, made in accordance with their respective terms the Opinion Documents is true, accurate and complete in all respects material to this opinion; and
2.15 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the board of directors of the Company and that the Resolutions have been taken in the best interests and for the benefit of the Company. Subject to the assumptions made above and the qualifications set out below and to any matters not disclosed to us, we are of the opinion that under the laws of any relevant jurisdiction other than Ireland insofar Luxembourg in effect, and as opined published, construed and applied by the Luxembourg courts, on herein.
3.15 Thatthe date hereof:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
Appears in 1 contract
Assumptions. 3.1 For the purpose purposes of giving this Opinion opinion, we assume have with your permission assumed (and relied upon these assumptions):
3.1.1 that all parties (other than the followingGuernsey Entities) have the capacity, without any responsibility on our part if any assumption proves power and authority to enter into the Documents to which they are a party and that such parties have duly authorised, executed and delivered those documents and that those documents have been untrue as we have not verified independently any assumption:dated;
3.1 The truth, completeness, accuracy 3.1.2 the genuineness and authenticity of all copy letterssignatures and seals on all documents, resolutions, certificates, permissions, minutes, authorisations the authenticity of all original documents and all other the completeness and conformity to original documents of any kind submitted all documents produced to us as originals or copies copies;
3.1.3 the continuing accuracy and completeness of originalsthe Director’s Certificate, and (that the Director’s Resolutions were duly adopted, have not been revoked or varied and remain in full force and effect as confirmed by the Director’s Certificate, and the continuing accuracy and completeness of all statements as to matters of fact contained in the case of copies) conformity to Documents and the originals of copy ancillary documents, as at the genuineness of all signaturesdate hereof;
3.1.4 that where we have examined drafts, stamps and seals thereon that the Documents as executed do not differ in any signatures are material respect from the signatures of the persons who they purport to be drafts which we have examined and that each original was the Documents to which the Limited Partnership is a party are executed in the manner appearing on prescribed by the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none relevant resolution of the directors of the Company has any interest set out in the Transaction except to the extent permitted by the Constitution Director’s Resolutions;
3.1.5 that each of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation Documents to which the Company Limited Partnership is a party; and
(c) is not party when executed and will not be illegal or unenforceable delivered by virtue Company as general partner of the laws of any jurisdiction outside Ireland.
3.13 That General Partner in accordance with the Company was not mistaken resolutions set out in entering into the Transaction Document as to any material relevant fact.
3.14 That Director’s Resolutions and by the Transaction Document constitutes other parties thereto will constitute the legal, valid and binding obligations obligation of the Limited Partnership and the other parties thereto, enforceable in accordance with their respective its terms under the laws of the State of New York by which law the said Documents are expressed to be governed;
3.1.6 that there is no provision of the law or regulation of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or Guernsey which would have any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed adverse implication in relation to the opinions expressed hereunder;
3.1.7 that the choice of the laws of the State of New York to govern each of the Documents is bona fide (for example not made with any intention of avoiding provisions of the law with which the transaction under each of the said Documents has the closest and most real connection) and legal and there is no reason for avoiding that choice of law on grounds of public policy;
3.1.8 that the information and documents disclosed by our searches of the Public Records, the Royal Court records and the Register in Guernsey referred to in paragraphs 2.1, 2.4 and 2.8 above are accurate as at the date hereof and there is no information or document which had been delivered for registration, or which is required by the laws of Guernsey to be delivered for registration, which was not included in the Public Records, the Royal Court records or the Register;
3.1.9 that where incomplete documents or signature pages only have been supplied to us for the purposes of issuing this opinion, the original corresponds in all material respects with the last draft of the complete document supplied to us;
3.1.10 that in respect of the transaction contemplated by, referred to in, provided for or effected by, the Documents each of the parties thereto entered into the same in good faith for the purpose of carrying on its business on arm’s length commercial terms;
3.1.11 that each of the parties to the Documents (other than the Guernsey Entities) is duly incorporated and organised, validly existing and in good standing under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business;
3.1.12 the due compliance with all matters (including, without limitation, the obtaining of all necessary consents, licences, approvals and filings) under any law other than that of Guernsey;
3.1.13 that in resolving that the Limited Partnership enter into the Documents to which it is a party and the transactions documented thereby, the directors of the Company were acting with a view to the best interests of and for the purposes of the General Partner and the Limited Partnership;
3.1.14 that the copies of the Certificates of Registration of the Limited Partnership and the General Partner, the LPAs, and the Certificate of Registration and Memorandum and Articles of Association of the Company provided to us are true and complete as of the date of this letter, as confirmed by the Directors’ Certificate;
3.1.15 that the corporate (if any) directors, secretary and members of the Company are duly incorporated and organised, validly existing and in good standing under the law of their place of incorporation, that they have capacity, power and authority to act in the manner contemplated and that the authorised signatories of such corporate directors, secretary and members have been validly appointed;
3.1.16 that any notice(s) required to be given pursuant to the terms of the Documents are given to the addressee(s) as set out therein in the form required;
3.1.17 that the LPAs remain in full force and effect and have not been rescinded, revoked or amended in any way including by way of addition of any additional limited partners thereto;
3.1.18 that the Consents remain in full force and effect and have not been rescinded, revoked or amended in any way;
3.1.19 that there has been no change to the constitution of the Guernsey Entities or any other matter which would require either notification to H.M. Greffier, the Guernsey Financial Services Commission or an amendment to the Register;
3.1.20 that the declarations filed with H.M. Greffier pursuant to section 8(2) of its assets or undertaking; and
the Limited Partnerships (dGuernsey) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented Law, 1995 (as amended) in relation to the CompanyLimited Partnership and the General Partner represent a true and correct disclosure as at the date hereof of relevant matters required thereunder;
3.1.21 that the General Partner acts solely as general partner of the Limited Partnership and is not carrying on, nor holding itself out as carrying on, any other business or activity including any controlled investment business (as that term is defined in the Protection of Investors (Bailiwick of Guernsey) Law, 1987) or any regulated activities (as that term is defined in the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000) in or from within the Bailiwick of Guernsey;
3.1.22 that the Company acts solely as general partner of the General Partner and is not carrying on, nor holding itself out as carrying on, any other business or activity including any controlled investment business (as that term is defined in the Protection of Investors (Bailiwick of Guernsey) Law, 1987) or any regulated activities (as that term is defined in the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000) in or from within the Bailiwick of Guernsey; and
3.1.23 that any assets secured under the Documents are situated and remain outside the Island of Guernsey.
3.2 We have not independently verified the above assumptions.
Appears in 1 contract
Assumptions. For In considering the purpose of giving Document and in rendering this Opinion we assume the followingopinion letter, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:without further enquiry, assumed that as of the date hereof: Authenticity and Completeness of Documents
3.1 The truth, completeness, accuracy (a) the authenticity and authenticity completeness of all documents submitted to us as originals; the completeness and conformity to the originals of all copy (including facsimile or pdf copy) documents, certificates, letters, resolutions, certificatespowers of attorney, documents, permissions, minutes, authorisations and all other copy documents of any kind submitted furnished to us as us; and the authenticity and completeness of the originals of any such copies (including facsimile or pdf copies) examined by us;
(b) the genuineness of all signatures and seals on documents originals or copies of originals, and (in which have been examined by us; that the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed duly and unconditionally delivered by all parties thereto (other than the Companies) on the respective dates therein stated; and that all escrow or similar arrangements, agreements or understandings in a form connection with the Document and content having no material difference all conditions required to be met before the final draft provided Document and/or any obligation thereunder is or is deemed to us.be or have been delivered and/or made effective, have been met and satisfied;
3.3 That (c) that the copies produced to us (including copies annexed to the Certificates) of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record and record; that any meetings referred to in such copies therein were duly convened, duly quorate convened and held and all formalities were duly observedheld, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona bona-fide throughout, that all resolutions set out in such copies were duly passed and that no further resolutions have been passed passed, or corporate or other action taken taken, which would or might alter the effectiveness thereof and in this regard we refer to the Certificates;
(d) that such resolutions have not where a document has been amended examined in draft or rescinded and are in full force and effect.
3.4 That each director of the Company specimen form it has disclosed any interest which he may have been executed in the Transaction in accordance with the provisions form of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted that draft or specimen as examined by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:us;
(ae) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 completeness and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted thathereof of:
(ai) all statements in, and attachments to, the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted forCertificates;
(bii) representations contained in the position reflected by the Searches may not be fully up-to-dateDocument as to matters of fact, and matters of law other than Irish law; and
(ciii) the results of the Searches; and that further searches at would not reveal any circumstances which would affect this opinion letter; The Document and related documentation
(f) that the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for directors of each Company in authorising the winding-up entry into and the execution and the performance of, or the appointment of Document to which it is a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained party have exercised their powers in good faith in the Corporate Certificate interests of such Company, its shareholders, creditors and employees, and have used due skill, care and diligence in considering and approving the matters before them;
(as defined in Schedule 1 heretog) at that the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into by the parties thereto for bona fide commercial purposes, on arm’s an arm’s-length terms and for basis having regard to the benefit relationship of each party thereto and are in those parties’ respective commercial interests the parties and for their respective corporate benefit.;
3.10 That (h) an absence of fraud, bad faith, undue influence, coercion, mistake or duress on the Transaction Document is the only document relating part of any party to the subject matter Document or their respective employees, agents, directors or advisers;
(i) that the warranties and representations set out in the Document (other than warranties and representations as to matters of Irish law upon which we have opined in this opinion letter), are true and accurate at the Transaction date at which they are expressed to be made;
(for the purposes of the Opinionj) and that there are no agreements or arrangements of any sort in existence or contemplated between the parties (or any of them) to the Transaction Document and/or any other party which have not been disclosed to us and which in any material way amend amend, add to or vary or are inconsistent with the terms or conditions of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their or the respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legalinterests of the parties thereto, valid, or create any rights over any property the subject matter of the Document; that there are no contractual or similar restrictions binding and enforceable on themthe parties which would affect the conclusions in this Opinion; andSolvency
(ck) that each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal as a result of the transactions contemplated by the Document, insolvent or unenforceable unable to pay its debts, or deemed to be so under any applicable statutory provision or law, as at (i) the date of execution of the Document to which it is party, (ii) the effective date of the Document to which it is party or (iii) the date of this Opinion; All Parties
(l) the due performance of the Document by virtue all parties (other than the Companies with respect to the matters that are the subject of this Opinion) thereto;
(m) that each of the parties to the Document, other than the Companies:
(i) has been duly incorporated and is validly existing and has all necessary capacity and power, and has obtained all necessary consents, licences and approvals (governmental, regulatory, legal or otherwise) to enter into the Document and to perform its obligations thereunder; and
(ii) has validly authorised entry into, and has duly executed, the Document to which it is party;
(n) that as a matter of all relevant laws (including in particular in relation to the Document the law expressed therein to be the governing law) other than the laws of any jurisdiction outside Ireland.:
3.13 That (i) all obligations under the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legalare valid, valid legally binding upon, and binding obligations of the parties thereto, enforceable in accordance with their terms against, the respective terms parties thereto; that the choice of governing law under the laws of any relevant jurisdiction other than Ireland Document is valid; and, insofar as is relevant to any matter opined on herein.
3.15 That:
(a) , that words and phrases used therein have the Company was not unable to pay its debts within the same meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, effect as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of they would if such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertakingdocuments were governed by Irish law; and
(dii) no petition for all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary in order to permit the making execution, delivery or performance of a winding-up order the Document or to perfect, protect or preserve any of the appointment of an examiner interests created by the Document, have been obtained, made or done or will be obtained, made or done within any similar officer or any analogous procedure has been presented in relation to the Company.relevant permitted period(s);
Appears in 1 contract
Sources: Term Loan Credit Agreement
Assumptions. For the purpose of In giving this Opinion legal opinion, we assume the followinghave assumed with your consent, without any responsibility on our part if any assumption proves to have been untrue as and we have not verified independently any assumptionindependently:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are seals, the signatures completeness and conformity to the originals of all the documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies or specimens and the authenticity of the persons who they purport to be originals of such documents and that each original was executed the individuals purported to have signed, have in fact signed (and had the manner appearing on the copy.general legal capacity to sign) these documents;
3.2 That the Transaction Document has been executed in a form due authorisation, execution and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director delivery of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted Agreement by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of all the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company Company) as well as the capacity, power, authority and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations thereunder, and the compliance with all internal authorisation procedures by each party (other than the Company) for the execution by it of the Agreement;
3.3 that all factual matters and statements relied upon or assumed herein were, are and will be (as the case may be) true, complete and accurate on the date of execution of the Agreement;
3.4 that all authorisations, approvals and consents under any applicable law (other than Luxembourg law to the extent opined on upon herein) are duly incorporated and validly which may be required in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That connection with the execution, delivery and performance of the Transaction Document:Agreement have been or will be obtained;
3.5 that the Agreement has in fact been signed on behalf of the Company by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇;
3.6 that the place of the central administration (asiège de l'administration centrale), the principal place of business (principal établissement) does not and will not contravene the centre of main interests (within the meaning given to such term in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended (the European Insolvency Regulation)) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg and that the Company has no establishment (as such term is defined in the European Insolvency Regulation) outside Luxembourg;
3.7 that the Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended (to the extent it is applicable to the Company);
3.8 that the Agreement is legally valid, binding and enforceable under its governing law (other than Luxembourg law to the extent opined upon herein), that the choices of such governing law and of the jurisdiction clause are valid (as a matter of such governing law and all other applicable laws (other than Luxembourg law to the extent opined upon herein)) as the choice of the governing law and the submission to the jurisdiction of the chosen courts for the Agreement;
3.9 that the Agreement is entered into and performed by the parties thereto in good faith and without any intention of fraud or intention to deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or to circumvent any applicable mandatory laws or regulations of any jurisdiction outside Ireland(including without limitation any tax laws);
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue 3.10 that there are no provisions of the laws of any jurisdiction outside Ireland.Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;
3.11 that all the parties to the Agreement (other than the Company) are companies duly organised, incorporated and existing in accordance with the laws of the jurisdiction of their respective incorporation and/or their registered office and/or the place of effective management; that in respect of all the parties to the Agreement, no steps have been taken pursuant to any insolvency, bankruptcy, liquidation or equivalent or analogous proceedings to appoint an administrator, bankruptcy receiver, insolvency officer or liquidator over the respective parties or their assets and that no voluntary or judicial winding-up or liquidation of such parties has been resolved or become effective at the date hereof. In respect of the Company, we refer to the Certificate;
3.12 that the entry into and performance of the Agreement are for the corporate benefit (intérêt social) of the Company;
3.13 That that the Resolutions have not been amended, rescinded, revoked or declared void and that the meeting of the board of managers of the Company was not mistaken (as referred to in entering into paragraph 2.3) has been duly convened and validly held and included a proper discussion and deliberation in respect of all the Transaction Document as to any material relevant fact.items of the agenda of the meeting;
3.14 That that the Transaction Document constitutes legalArticles have not been modified since the date referred to in paragraph 2.1 above;
3.15 that the Company does not carry out an activity in the financial sector on a professional basis (as referred to in the Luxembourg act dated 5 April 1993 relating to the financial sector, valid as amended (the Banking Act 1993)). This assumption does not specifically affect the entry into and binding obligations the performance by the Company of the Agreement;
3.16 that the Company does not carry out an activity requiring the granting of a business licence under the Luxembourg act dated 2 September 2011 relating to the establishment of certain businesses and business licences, as amended;
3.17 the absence of any other arrangement by or between any of the parties thereto, enforceable in accordance with their respective terms under to the laws of Agreement or between the parties to the Agreement and any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 third parties which modifies or supersedes any of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery terms of the Transaction DocumentAgreement or otherwise affects the opinions expressed herein;
3.18 there is neither a vitiated consent (bvice de consentement) the Company will notby reason of mistake (erreur), as a consequence of doing any act fraud (dol), duress (violence) or thing which any Transaction Document contemplatesinadequacy (lésion), permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
nor an illicit cause (ccause illicite) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company Agreement;
3.19 that all agreed conditions to the effectiveness of the Agreement have been or any of its assets or undertakingwill be satisfied; and
(d) no petition for 3.20 that the making of a winding-up order Company does not or the appointment of an examiner or any similar officer or any analogous procedure has been presented will not process personal data in relation to which it has not made a notification to, or obtained an authorisation from, the Companyrelevant Luxembourg authorities under applicable data protection laws.
Appears in 1 contract
Sources: Credit Agreement (PENTAIR PLC)
Assumptions. For the purpose We have assumed, for all purposes of giving this Opinion we assume the followingopinion, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumptionthat:
3.1 The truthall the Principal Documents (as defined in the Schedule hereto) have been validly authorised by each party thereto (other than the Guarantor), completenessthat the Principal Documents have been and the Notes, accuracy and authenticity of all copy lettersupon issue, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originalswill be validly executed, and (in the case of copiesthe Global Notes (as defined in the Schedule hereto) conformity and any definitive Notes) authenticated and issued in accordance with the Principal Documents, and delivered by the relevant party or parties thereto and that the performance of each party (other than the Guarantor) of its obligations under each of the Principal Documents is within the capacity and powers, corporate or otherwise, of each such party;
3.2 all original Documents and the signatures and (where applicable) seals on them are genuine and (other than in the case of the Guarantor) were affixed by persons duly authorised on behalf of the relevant party in accordance with the constitutional documents of, and valid resolutions passed by, such party and that all copies or engrossments of Documents conform to the originals of copy documentsoriginal and that there have been no amendments, the genuineness of all signaturesnovations, stamps and seals thereon that supplements, modifications or variations to any signatures are the signatures of the persons who they purport Documents;
3.3 each company which is a party to any of the Principal Documents (other than the Guarantor) is duly incorporated in and validly existing (and, if applicable, in good standing) under the laws of the relevant jurisdiction of its incorporation, has all powers and authorities to own its property and assets and to conduct its business as it is now conducted or purported to be conducted and to enter into, exercise its rights under and perform the obligations expressed to be assured by it in each of the Principal Documents to which it is a party;
3.4 the obligations of each party to the Principal Documents are, and the Global Notes are, and will remain, its valid and legal obligations, binding on and enforceable against it (and are not subject to avoidance by any person) under all applicable laws (other than the laws of Hong Kong) and in all applicable jurisdictions (other than Hong Kong);
3.5 each of the Principal Documents and the Notes take and will take effect and is valid and binding under the lands of the State of New York in accordance with its terms; as each of the Principal Documents and the Notes is expressed to be governed by the laws of the State of New York, we must, for the expressed of this opinion, assume that each original was executed the terms of the Principal Documents and the Notes have the same meaning under the laws of the State of New York as they would if they were expressed to be governed by the laws of Hong Kong;
3.6 the Searches were and remain at the date of this opinion accurate, complete and up to date and disclose all information which is necessary or material for the purposes of this opinion and had the Searches been made on the date of this opinion, they would have revealed no other information which is not revealed in the manner appearing Searches and there has been no alteration in the status, position or condition of the Guarantor (howsoever described) from that revealed in the Searches;
3.7 the choice of the laws of the State of New York to govern the Principal Documents was freely made in good faith by the respective parties to such documents and was not made with the intention or effect of avoiding the laws of the jurisdiction with which the Guarantor or any other party to such documents has its most substantial connection and there is no reason for avoiding such choice on the copy.grounds of public policy;
3.2 That 3.8 the Transaction Document has been executed courts of the State of New York and the courts of the jurisdiction (other than Hong Kong) in a form and content having no material difference which each party to the final draft provided Principal Documents is incorporated, resides or is a national of would give effect to us.the choice of law specified in each of the Principal Documents as the governing law of that Principal Document and to the provisions of that Principal Document;
3.3 That 3.9 the copies produced Memorandum and Articles of Association (as defined in the Schedule to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport this opinion) are true, complete and up to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded date and are in full force and effect.effect at the date of this opinion;
3.4 That 3.10 the Directors' Meeting (as defined in the Schedule to this opinion) was duly and properly convened and conducted and a quorum was present throughout, that the Directors' Minutes (as defined in the Schedule hereto) are true and complete records of the proceedings at such meetings, that due disclosure had been made by each director of the Company has disclosed any interest which interests he may or she might have in the Transaction matters considered at such meetings, and that no action has been taken which limits or modifies, rescinds or nullifies the resolutions passed at such meetings or the authority of the Guarantor granted by such meetings, which remains, and will remain, in full force and effect in accordance with the provisions terms thereof;
3.11 each of the Companies Act Principal Documents and the Constitution of Global Notes was (or, as the Company and none of the directors of the Company has any interest case may be, wiil be) entered into in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad good faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches arm's length commercial terms and that such information is accurate documents and the transactions contemplated by them were (or, as of the date of this Opinion and has not since the time of such search been altered. In this connectioncase may be, it should be noted that:
(awiil be) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide the legitimate purposes of, and in the commercial purposes, on arm’s length terms interests and for the benefit of, each of each party the parties thereto and are in those parties’ respective commercial interests that each such party was solvent immediately before and for their respective corporate benefit.
3.10 That immediately after the Transaction Document is the only document relating to the subject matter execution of the Transaction (Principal Documents and the Global Notes;
3.12 the giving of the Guarantee by the Guarantor is not or may not be deemed to be a "fraudulent preference" for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms section 266 of the Transaction Document Companies Ordinance (Chapter 32 of the Laws of Hong Kong) or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party is not a disposition to the Transaction Document is a “consumer” defraud creditors for the purposes of Irish law section 60 of the Conveyancing and Property Ordinance (Chapter 219 of the Laws of Hong Kong);
3.13 nothing in the Principal Documents and the Notes conflicts with, is incompatible with, is prohibited under or is in breach of the terms of any agreement, document, obligation, undertaking or commitment whatsoever assumed, entered into, given by or binding on any party to them and there are no provisions, contractual or other restrictions, in any agreement or arrangement (not being a “personal consumer” document specifically provided to and examined by us for the purposes purpose of giving this opinion) which would affect any of the Central Bank of Ireland’s Consumer Protection Code 2012conclusions in this opinion;
(b) the parties to the Transaction Document 3.14 all authorisations, approvals, consents, licences, notices, filings, publications, orders and exemptions required under any applicable law (other than the Company to laws of Hong Kong) for the extent opined on herein) are duly incorporated entry into and validly in existence execution of the Principal Documents and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective of all rights and obligations thereunder and to render those Transaction Document and performance of all obligations thereunder legal, valid, binding and enforceable on them; and
(c) under them by each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action them have been duly obtained and other steps to execute, deliver, exercise fulfilled and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not are and will not contravene the laws of any jurisdiction outside Irelandremain in full force and effect and all conditions (if any) to which they are subject have been and will remain satisfied;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction DocumentPrincipal Documents and the performance by the parties them of their respective obligations under them has not violated and does not or, as the case may be, will not violate (1) the laws (including public policy requirements) of any relevant jurisdiction outside Hong Kong; or (2) the memorandum and articles of association or by-laws or any other constitutional documents of any such party (other than the Guarantor), and none of the opinions expressed below are or will be affected by the laws (including the public policy requirements) of any such jurisdiction;
3.16 none of the parties to the Principal Documents is or will be seeking to achieve any purpose not apparent from the Principal Documents which might render the same, and no facts, circumstances or events have arisen or existed or will arise or exist which might give rise to a right for any person to treat the Principal Documents, illegal or void or voidable, or as frustrated or subject to a right of repudiation or rescission;
3.17 all statements of fact and/or representations (bother than as to matters of law on which we specifically express an opinion in this letter) and undertakings made in the Company will notDocuments and the Notes are, as a consequence at the date of doing this opinion, or (as the case may be) will be, as at the date on which such statements, representations and undertakings are made, correct, accurate and up to date, have been or (as the case may be) will be complied with and have been or (as the case may be) will be made bona fide and not for any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable lawscollateral purpose;
3.18 the Principal Documents have been executed or signed on behalf of the Guarantor by the persons who are named as the persons authorised to sign such documents in the Director's Minutes and that the Principal Documents have been executed or signed and delivered by such persons at the time and in the manner set out in the Directors' Minutes;
3.19 the restrictions on transfer in respect of the Notes set out in paragraph 7 of the Purchase Agreement have been and are complied with;
3.20 the Manager and any other person dealing in the Notes in Hong Kong is licensed, or deemed licensed, under transitional arrangements for type 1 dealing in securities regulated activity under the Securities and Futures Ordinance (c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to Chapter 571 of the Company or any Laws of its assets or undertakingHong Kong); and
(d) no petition for the making of a winding-up order or the appointment of an examiner or 3.21 any similar officer or any analogous procedure has been presented Notes bought and sold in relation to the CompanyHong Kong shall be bought and sold privately.
Appears in 1 contract
Sources: Purchase Agreement (PCCW LTD)
Assumptions. For In examining and in describing the purpose of documents listed above and in giving this Opinion opinion we assume have, with your permission, assumed:
(i) the followingpower, without any responsibility capacity (corporate, regulatory and other) and authority of all parties (other than the Bank and Holding) to enter into the Document and to perform their respective obligations thereunder, (ii) the legal capacity (handelingsbekwaamheid) of all individuals who have signed or will sign the Document or have given or will give confirmations on our part if any assumption proves to have been untrue as which we have not verified independently any assumption:
3.1 The truthexpressed reliance (including those individuals acting on behalf of the Bank and Holding) and (iii) that the Document, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations the Debt Securities and all other agreements and documents relating thereto have been or will be (where appropriate) duly authorised, executed and delivered by all parties thereto (other than the Bank and Holding) and create valid and legally binding obligations for all parties thereto as a matter of any kind submitted to us as originals or copies of originals, applicable law (if other than Netherlands law and (in the case of copies) conformity chosen governing law);
3.2 that each party to the originals Document (other than the Bank and Holding) is duly incorporated and organised, validly existing and in good standing (where such concept is legally relevant to its capacity) under the laws of copy documentsits jurisdiction of incorporation and of the jurisdiction of its place of business;
3.3 the due compliance with all matters (including, without limitation, the obtaining of the necessary consents, licences, approvals and authorisations, the making of the necessary filings, lodgements, registrations and notifications and the payment of stamp duties and other taxes) under any law other than that of The Netherlands as may relate to or be required in respect of :
3.3.1 the Document and any Debt Securities issued thereunder from time to time (including their creation, issuance and distribution);
3.3.2 any borrowing effected thereunder; C L I F F O R D C H A N C E ▇▇▇▇▇▇▇▇ CHANCE LLP ADVOCATEN SOLICITORS NOTARIS BELASTINGADVISEURS
3.3.3 the lawful execution of the Document;
3.3.4 the parties thereto (including the Bank and Holding) or other persons affected thereby;
3.3.5 the performance or enforcement of the Document and the Debt Securities by or against the parties (including the Bank and Holding) or such other persons;
3.3.6 the distribution (electronically or otherwise) of the Registration Statement or any other offer documents from time to time; or
3.3.7 the creation of valid and legally binding obligations of all parties to the Document and the Debt Securities (including the Bank and Holding) enforceable against such parties in accordance with their respective terms;
3.4 that any obligations under the Document and the Debt Securities which are to be performed in any jurisdiction outside The Netherlands will not be illegal or contrary to public policy under the laws of such jurisdiction;
3.5 the genuineness of all signaturessignatures on all documents or on the originals thereof, stamps the authenticity and seals thereon completeness of all documents submitted as originals and the conformity of (photo)copy, conformed copy, faxed, electronically scanned or specimen documents to the originals thereof;
3.6 that there are no supplemental terms and conditions agreed between the parties to the Document or in relation to the Debt Securities that could affect or qualify our opinion as set out herein and that there is no agreement, instrument or other arrangement between any signatures are the signatures of the persons who parties to the Document which modifies or supersedes the Document;
3.7 that all agreements and other formalities for the issuance of Debt Securities from time to time under the Registration Statement will be documented, executed, effectuated and/or authenticated on behalf of (i) Holding either by any two members of its board of managing directors or by a duly appointed representative of Holding and (ii) the Bank either by any two members of its board of managing directors or by a duly appointed representative of the Bank;
3.8 that under the laws of the State of New York, to which they purport are expressed to be subject, and that each original was executed under all other relevant laws (other than those of The Netherlands):
(a) the Document constitutes and will at all times constitute the valid and legally binding obligations of all parties thereto (including the Bank and Holding), enforceable against them in accordance with their respective terms;
(b) any Debt Securities issued by the Bank from time to time constitute and will at all times constitute the Bank's valid and legally binding obligations enforceable against it in accordance with their respective terms; C L I F F O R D C H A N C E ▇▇▇▇▇▇▇▇ CHANCE LLP ADVOCATEN SOLICITORS NOTARIS BELASTINGADVISEURS
(c) the choice of the laws of the State of New York to govern the Document and the Debt Securities is a valid and binding selection;
(d) the submission by the Bank and Holding to the jurisdiction of the State or Federal court in the manner appearing Borough of Manhattan, City and State of New York with regard to any actions or proceedings arising our of or relating to the Document and the Debt Securities is (in each case as a matter of the laws of the State of New York, by which they are expressed to be governed) valid and binding upon each of Bank and Holding; and that, without prejudice to our opinion under paragraph 5.3 below, the Netherlands courts will, in giving effect to the choice of law provision of the Document and the Debt Securities apply the laws of the State of New York correctly;
3.9 that the Debt Securities will be issued, offered and sold materially in the form and denominations set out in, on the copy.
3.2 That the Transaction Document has been executed in a form terms and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act Document and the Constitution of Registration Statement and will not contain any provisions which are contrary to Dutch public policy;
3.10 that the Company Bank and Holding will comply with their respective reporting obligations to the Dutch Central Bank (De Nederlandsche Bank N.V., "DNB") under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, "FMSA");
3.11 that none of the directors Document, the Registration Statement or the Debt Securities or any of the Company has any interest transactions contemplated thereby (whether individually or seen as a whole) are or will result in a breach of the laws (including, for the avoidance of doubt, the tax laws) of the State of New York or of such other relevant jurisdiction (other than The Netherlands), or are intended to avoid the applicability or the consequences of such laws in a manner that is not permitted thereunder;
3.12 that the joint meeting of the Managing Board of the Bank and Holding held on 28 September 2009 (as referred to in the Transaction except Board Minutes) and the meeting of the Supervisory Board of the Bank and of Holding held on 28 September 2009 were convened and conducted in accordance with the laws of The Netherlands, the Bank Articles of Association and the Holding Articles of Association;
3.13 that under the laws governing the existence and extent of the authorisations contained in the Powers of Attorney (as defined in the Original Opinion) towards third parties (as determined pursuant to the extent permitted by the Constitution rules of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith Hague Convention on the part Laws Applicable to Agency), if other than the laws of The Netherlands, the Powers of Attorney authorised the relevant Attorneys (as defined in the Original Opinion) on the date of the Document to create binding obligations for the Bank and Holding towards the parties with whom such Attorneys acted in the name of and on behalf of the Bank and Holding respectively;
3.14 that the Powers of Attorney, the Board Minutes and the Supervisory Board Minutes were in full force and effect unaltered at the date hereof (or with respect to the Transaction Document and their respective officersPowers of Attorney unaltered as at the date of the Document), employees, agents and (with the exception of that all factual confirmations C L I F F O R D C H A N C E ▇▇▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 CHANCE LLP ADVOCATEN SOLICITORS NOTARIS BELASTINGADVISEURS set out therein were true and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy accurate when given and completeness of the information disclosed in the Searches remain true and that such information is accurate as at the date hereof (or with respect to the Powers of Attorney as at the date of this Opinion the Document), that none of the Banks' and/or Holdings' respective managing directors has a conflict of interests with the Bank or Holding in respect of the issue of the Debt Securities, that none of the Bank's and/or Holding's respective managing directors as at the date of the Document had a conflict of interests with the Bank or Holding in respect of the execution of the Document on or prior to the date of the Original Opinion, that would preclude him from validly representing the Bank or Holding;
3.15 that the Powers of Attorney were executed by any two members acting jointly of the Managing Board of the Bank and has not since Holding as at the time date of such search been altered. In this connection, it should be noted that:
(a) execution of the matters disclosed Powers of Attorney and the date of the Document respectively and acted in the Searches may not present a complete summary Bank's and Holding's corporate interest respectively;
3.16 that the execution of the actual position on Document and the matters we performance of the transactions contemplated thereby and the issuance of the Debt Securities are in the best corporate interest of the Bank and Holding and not prejudicial to their respective creditors (present and future);
3.17 that the Debt Securities qualify as securities within the meaning of EU Directive 2003/71/EC (the "Prospectus Directive") as implemented in The Netherlands) and that each issue of Debt Securities under the Registration Statement, each distribution of the Registration Statement and any pricing supplement (whether electronically or otherwise) and all invitations, offers, offer advertisements, publications and other documents, sales and deliveries of Debt Securities in The Netherlands have caused searches been and will continue to be conducted formade in accordance with the FMSA and the Saving Certificates Act (Wet inzake Spaarbewijzen), to the extent applicable;
(b) 3.18 that all relevant parties entered into the position reflected by the Searches may not Document and will be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken entering into agreements for the winding-up of, or issuance of Debt Securities under the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as Registration Statement from time to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, reasons and on arm’s length terms and for terms; and
3.19 that any agent offering Debt Securities or distributing the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document Registration Statement, any pricing supplement or any circulars, offer documents or information relating to the subject matter Bank, Holding and/or the Debt Securities in or from The Netherlands (whether electronically or otherwise) will be licensed or exempt pursuant to Article 2: 96 et seq. of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated hereinFMSA.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
Appears in 1 contract
Assumptions. For the purpose of giving this Opinion we assume the following, without any responsibility on In stating our part if any assumption proves to have been untrue as opinion we have not verified independently any assumptionassumed:
3.1 The truth, completeness1.1 the authenticity, accuracy and authenticity completeness of all copy letters, resolutions, certificates, permissions, minutes, authorisations Documents and all other documents of any kind documentation examined by us submitted to us as originals or copies of originals, and (in the case of copies) conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the originals of copy documentsDocuments and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;
1.3 the genuineness of all signaturessignatures on the Documents;
1.4 the authority, stamps capacity and seals thereon that any signatures are the signatures power of each of the persons who they purport to be and that each original was executed in signing the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document Documents (other than the Company to in respect of the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacitySubject Agreements);
1.5 that any representation, power and authority to execute the Transaction Documentwarranty or statement of fact or law, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company as to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of Bermuda, made in any jurisdiction outside Irelandof the Documents is true, accurate and complete;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which 1.6 that the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of Subject Agreements constitute the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation;
1.7 that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their respective terms terms, under the laws of the State of New York by which they are expressed to be governed;
1.9 that the Subject Agreements are in the proper legal form to be admissible in evidence and enforced in the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York (New York Courts) and in accordance with the laws of the State of New York;
1.10 that there are no provisions of the laws or regulations of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after Bermuda which would be contravened by the execution and or delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing Subject Agreements or which would have any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
1.11 that none of the parties to the Subject Agreements maintains a place of business (as defined in section 4(6) of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of its assets or undertaking; and
(d) no petition such search and disclosed all information which is material for the making purposes of this opinion and such information has not since the date and time of the Company Search been materially altered;
1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;
1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Board of Directors of the Company (Board) in a winding-up order meeting which was duly convened and at which a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors of the Company to effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the appointment of an examiner or Resolutions, which would have any similar officer or any analogous procedure has been presented adverse implication in relation to the opinions expressed herein;
1.15 that the Administrative Agent and the Lenders from time to time party to the Third Amended and Restated Credit Agreement have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;
1.16 that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements would benefit the Company; and
1.17 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.
Appears in 1 contract
Sources: Credit Agreement (Invesco Ltd.)
Assumptions. For the purpose of giving this Opinion we assume the following, without any responsibility on In stating our part if any assumption proves to have been untrue as opinion we have not verified independently any assumptionassumed:
3.1 The truth, completeness1.1 the authenticity, accuracy and authenticity completeness of all copy letters, resolutions, certificates, permissions, minutes, authorisations Documents and all other documents of any kind documentation examined by us submitted to us as originals or copies of originals, and (in the case of copies) conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the originals of copy documentsDocuments and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;
1.3 the genuineness of all signaturessignatures on the Documents;
1.4 the authority, stamps capacity and seals thereon that any signatures are the signatures power of each of the persons who they purport to be and that each original was executed in signing the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document Documents (other than the Company to in respect of the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacitySubject Agreements);
1.5 that any representation, power and authority to execute the Transaction Documentwarranty or statement of fact or law, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company as to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of Bermuda, made in any jurisdiction outside Irelandof the Documents is true, accurate and complete;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which 1.6 that the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of Subject Agreements constitute the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation;
1.7 that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their respective terms terms, under the laws of the State of New York by which they are expressed to be governed;
1.9 that the Subject Agreements are in the proper legal form to be admissible in evidence and enforced in the courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York (New York Courts) and in accordance with the laws of the State of New York;
1.10 that there are no provisions of the laws or regulations of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after Bermuda which would be contravened by the execution and or delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing Subject Agreements or which would have any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
1.11 that none of the parties to the Subject Agreements maintains a place of business (as defined in section 4(6) of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of its assets or undertaking; and
(d) no petition such search and disclosed all information which is material for the making purposes of a winding-up order or this opinion and such information has not since the appointment date and time of an examiner or any similar officer or any analogous procedure has the Company Search been presented in relation to the Company.materially altered;
Appears in 1 contract
Sources: Credit Agreement (Invesco Ltd.)
Assumptions. For We have made the purpose of giving this Opinion we assume the followingfollowing assumptions, without any responsibility on our part if any assumption proves to have been untrue as which we have not independently verified independently any assumptionor established and on which we express no opinion:
3.1 The truth, completeness, accuracy and authenticity 1. We have assumed the legal capacity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documentssignatories, the genuineness of all signatures, stamps the conformity to original Opinion Documents and seals thereon that any signatures are the signatures completeness of all Opinion Documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the persons who they purport originals of those Opinion Documents and of all Opinion Documents submitted to us as originals.
2. We have assumed that each party to the 2017 Documents is duly organized, validly existing and in good standing under the laws of each jurisdiction where each party is required to be so qualified, has the power and authority to execute, deliver and perform the 2017 Documents to which it is a party, and has duly authorized, executed and delivered those 2017 Documents, and that each original was executed in the manner appearing on 2017 Documents constitute the copy.
3.2 That the Transaction Document has been executed in a form valid and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part binding obligations of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document them (other than the Company Issuer), enforceable against those parties (other than the Issuer) in accordance with their respective terms. We have assumed that each party to the extent opined on herein) are Existing Agreements is duly incorporated organized, validly existing and validly in existence and they and their respective signatories have good standing under the appropriate capacitylaws of each jurisdiction where each party is required to be so qualified, has the power and authority to execute the Transaction Documentexecute, to exercise deliver and perform the Existing Agreements to which it is a party, and has duly authorized, executed and delivered those Existing Agreements, and that the Existing Agreements constitute the valid and binding obligations of the parties to them (including the Issuer), enforceable against those parties (including the Issuer) in accordance with their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legalterms.
3. We have assumed that, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent we have not expressly opined on herein) has taken thereon in paragraphs C.2 below, all necessary corporate action authorizations, approvals and other steps to executeconsents of, deliverand all filings and registrations with, exercise governmental and perform the Transaction Document regulatory authorities and the rights and obligations set out therein.
3.12 That agencies required for the execution, delivery and performance of the Transaction Document:Opinion Documents have been obtained or made. We have assumed that the Issuer is not party to any agreement, or subject to any writ or order, that might affect any of our opinions below.
(a) does 4. We have assumed, to the extent we have not expressly opined thereon in paragraphs C.3 below, the execution, delivery and performance of the Opinion Documents by the respective parties thereto did not, do not and will not contravene or conflict with any law, rule or regulation binding upon such party, the laws constitutive documents of any jurisdiction outside Ireland;
(b) does not and will not result in party, any breach of any agreement, agreement or instrument or obligation to which the Company any such party is a party; andparty or by which its properties or assets are bound, or any judicial or administrative judgment, injunction, order or decree binding upon any such party or its properties.
(c) is not 5. We have assumed that the purchase and will not be illegal or unenforceable by virtue sale of the laws of Notes will be made in compliance with, and in the manner contemplated by, the Note Purchase Agreement and that each Purchaser is acquiring its Notes without any jurisdiction outside Irelandpresent intention to distribute the Notes.
3.13 That the Company was not mistaken in entering into the Transaction Document 6. We have assumed as to matters of fact the accuracy of the representations and warranties, and compliance with the agreements, contained in the Note Purchase Agreement (and there are no facts, circumstances or matters that may be material to the opinions set out herein and that have not been disclosed to us) and due performance by each of them and any material relevant factother applicable person of the undertakings and agreements set forth therein.
3.14 That 7. We have assumed that there is no other agreement that modifies the Transaction Document constitutes legalagreements expressed in the Opinion Documents, valid and binding obligations that all representations and warranties of the parties thereto, enforceable in accordance with their respective terms the Opinion Documents as to factual matters are true and correct.
8. We have assumed that the Issuer has received the agreed to and stated consideration for the incurrence of the obligations applicable to it under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 terms of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the CompanyOpinion Documents.
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Assumptions. For the purpose of giving this Opinion we assume the followingopinion, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumptionmade the following assumptions:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other 2.1 All documents of any kind submitted to reviewed by us as originals or copies of originals, are complete and (in authentic and the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals signatures thereon that any signatures are the genuine signatures of the persons who they purport purporting to have signed the same, and all documents reviewed by us as fax, photo- or electronic copy of originals are in conformity with the executed originals thereof and such originals are complete and authentic and the signatures thereon genuine. All documents reviewed by us as drafts which will be executed on or about the date hereof will be executed in conformity with such drafts.
2.2 Each of the parties to the Credit Agreement, the Deed and the Confirmation Agreement (both as defined below), other than the Dutch Borrower, has been duly incorporated and is validly existing under the laws of its jurisdiction.
2.3 At the moment of execution of the deed of pledge on shares in the capital of the Dutch Borrower (the “Deed”) by all persons named as a signatory therein, including without limitation by any signatory for acknowledgement of notification, (i) the Pledgor as defined therein was the owner (‘eigenaar’) or proprietor (‘rechthebbende’), as the case may be, and had full power to dispose (‘beschikkingsbevoegd’) of the Present Shares and other existing Collateral as defined therein, and (ii) such Present Shares and other existing Collateral were not encumbered by any limited rights (‘beperkte rechten’), attachments (‘beslagen’) or other similar encumbrances.
2.4 The Pledgor as defined in the Deed shall be the owner (‘eigenaar’) or proprietor (‘rechthebbende’), as the case may be of any shares in the capital of the Dutch Borrower to be and that each original was executed issued in the manner appearing on future (and of any rights pertaining to such future shares) and shall have full power to dispose of (‘beschikkingsbevoegd’) and shall be validly obligated to pledge such future shares and rights. We have further assumed that the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings Pledgor shall at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions time not have been passed declared bankrupt (‘faillissement’), granted a (preliminary) suspension of payments (‘(voorlopige) surséance van betaling’) or corporate or other action taken which would or might alter the effectiveness thereof otherwise be limited in its right to dispose of its assets, and that such resolutions have future shares and rights shall not been amended be encumbered by any limited rights (‘beperkte rechten’), attachments (‘beslagen’) or rescinded other similar encumbrances.
2.5 To the extent rights governed by Netherlands Law are part of the Collateral in which a security right is purported to be created pursuant to the Deed, such rights are assignable (‘voor overdracht vatbaar’) within the meaning of Article 3:228 of the Netherlands Civil Code (“NCC”).
2.6 The Parallel Debt as defined in article 2 of the Deed is sufficiently identifiable (‘voldoende bepaalbaar’) within the meaning of Article 3:231(2) NCC.
2.7 The information in the Shareholders Register is true, complete and correct in all respects.
2.8 The Resolutions are and remain in full force and effect.
3.4 That each director of 2.9 The Credit Agreement and the confirmation agreement among Materion Advanced Materials Technologies and Services Inc. as Pledgor, the Administrative Agent as Pledgee and the Dutch Borrower as the Company has disclosed any interest which he may have in dated as of 13 July 2011 (the Transaction in accordance with “Confirmation Agreement”, the provisions of the Companies Act Credit Agreement and the Constitution Confirmation Agreement herinafter collectively the “Agreements”) are within the power of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted have been duly authorised by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith signed on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy behalf of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party parties thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to Dutch Borrower.
2.10 The Deed is within the extent opined power of and has been duly authorised by and signed on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and behalf of all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (parties thereto other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out thereinDutch Borrower.
3.12 That 2.11 The Agreements constitute under any applicable law other than Netherlands Law, the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the all parties thereto, enforceable in accordance with their its respective terms terms.
2.12 The choice of law clause contained in the Credit Agreement constitutes under any applicable law, other than Netherlands Law, a legal, valid and binding choice of law for the laws of any relevant jurisdiction other than Ireland insofar as opined on hereinthe State of New York.
3.15 That:
2.13 The Deed of Incorporation constitutes a valid notarial deed. There are no defects in the incorporation (a) not appearing on the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 face of the Companies Act or any analogous provision under any applicable laws immediately after Deed of Incorporation) on the execution and delivery basis of which a court might dissolve the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the CompanyDutch Borrower.
Appears in 1 contract
Sources: Credit Agreement (MATERION Corp)
Assumptions. For the purpose purposes of giving this Opinion opinion, we assume have, with your permission, assumed:
a) that the following, without any responsibility on our part if any assumption proves to Transaction Documents and the transactions contemplated thereby have been untrue as we have not verified independently any assumption:
3.1 The truth, completeness, accuracy duly authorised and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals executed by or copies of originalson behalf of, and is valid and binding on, and enforceable against, each of the parties thereto (in other than the case Company) and that the performance thereof is within the capacity and powers of copieseach of them (other than the Company);
b) conformity that all parties to the originals Transaction Documents (other than the Company) have been duly incorporated and are validly existing under the laws of copy documents, their relevant jurisdictions;
c) the genuineness of all signatures, stamps and seals thereon that any signatures are seals, the signatures conformity to the originals of the persons who they purport all documents supplied to be us as copies (including conformed copies), and that each original was executed all documents submitted to us are true, authentic and complete; that where a document has been examined by us in the manner appearing on the copy.
3.2 That the Transaction Document draft form, it will be or has been executed in the form of that draft, and where a form number of drafts of a document have been examined by us, all changes to them have been marked or otherwise drawn to our attention;
d) the accuracy and content having no material difference completeness of all factual representations made in the Transaction Documents and other documents reviewed by us and of any other information set out in public registers or that has otherwise been supplied or disclosed to the final draft provided to us.us (and we have therefore not made any independent investigation thereof);
3.3 That the copies e) that all documents, authorisations, powers and authorities produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record remain in full force and that any meetings referred to in such copies were duly convened, duly quorate effect and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and affected by any subsequent action not disclosed to us;
f) that all agreements or documents which are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted governed by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject laws of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (jurisdiction other than the Company to Kingdom of Sweden are under such laws (including the extent opined on hereinpublic policy of such jurisdictions) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party according to the Transaction Document terms and conditions of the relevant agreements or documents and that there is no provision of the law of any jurisdiction, other than the Kingdom of Sweden, which would have any implication in relation to the opinions expressed below;
g) that all necessary consents, authorisations and approvals whatsoever and howsoever described required in any relevant jurisdiction (other than the Company to Kingdom of Sweden) for the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery due execution and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable Documents by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations each of the parties theretothereto have been, enforceable or will be, obtained; and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than the Kingdom of Sweden) in respect of the Transaction Documents have been, or will be, given or effected in accordance with their respective terms under the laws and regulations of every such jurisdiction;
h) that there has been no mutual or relevant unilateral mistake of fact and that there exists no fraud or duress;
i) that any relevant jurisdiction other than Ireland insofar meetings of the Board of Directors of the Company have been duly convened and conducted with a proper quorum, and that any resolutions passed at any such meeting has in fact been passed by a sufficient majority of a sufficient quorum and no such decisions have been revoked or varied and instead remain in full force and effect;
j) that the representations and answers to all enquiries as opined on herein.to factual matters of the directors, officers and agents of the Company and of public officials have been accurate and complete, and
3.15 That:
k) that no Note will be issued in respect of which the interest or redemption amount will be wholly or partly dependent upon (ai) dividends paid by the Company to its shareholder or (ii) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company’s profit.
Appears in 1 contract
Sources: Agency Agreement (Swedish Export Credit Corp /Swed/)
Assumptions. For In examining and in describing the purpose of documents listed above and in the Annex, and in giving this Opinion opinion we assume have, with your permission, assumed: POWER, CAPACITY AND AUTHORITY; INCORPORATION, EXISTENCE AND STANDING; COMPLIANCE
(i) the followingpower, without any responsibility capacity (corporate and other) and authority of all parties (other than the Companies) to enter into the Indenture and to perform their respective obligations thereunder, the legal capacity (handelingsbekwaamheid) of all individuals who have signed or will sign documents on our part if any assumption proves to have been untrue as which we have not verified independently expressed reliance (including those individuals acting on the Companies behalf and that the Indenture is or will be (where appropriate) duly authorised, executed and delivered by all parties thereto (other than the Companies) and create valid and legally binding obligations for all such parties as a matter of applicable law (if other than Netherlands law on which we opine);
(ii) that each party to any assumption:document (other than the Companies) is duly incorporated and organised, validly existing and in good standing (where such concept is legally relevant) under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business; DOCUMENTS, ATTORNEYS
3.1 The truth, completeness, accuracy and authenticity (iii) the genuineness of all copy letterssignatures (including that of Ms. Helen Golding on behalf of the Companies on the Indenture) o▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇r on the originals thereof, resolutions, certificates, permissions, minutes, authorisations the authenticity and completeness of all other documents of any kind submitted to us as originals and the conformity of conformed, (photo)copy, e-mail, faxed or copies of originals, and (in the case of copies) conformity specimen documents to the originals thereof;
(iv) the absence of copy documentsany arrangements between one or more of the parties to the Indenture and/or other persons which modify or supersede any of the terms of any of the Indenture; CORPORATE DOCUMENTS
(v) that all matters confirmed and certified in the Corporate Documents are true and accurate; MISCELLANEOUS
(vi) that the Notes, the genuineness of all signaturesExchange Notes and any other securities will only be issued by the Issuer, stamps and seals thereon that any signatures are the signatures of the persons who they purport to will be issued, offered and that each original was executed sold in the manner appearing form set out in, on the copy.
3.2 That the Transaction Document has been executed in a form terms and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act Indenture and the Constitution of the Company that any Notes, Exchange Notes or securities will be executed, authenticated and none of the directors of the Company has any interest issued in the Transaction except form scheduled to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and Indenture (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(eif applicable), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(cvii) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or that any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish applicable law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined those of The Netherlands on hereinwhich we opine) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations would not affect or qualify our opinion as set out thereinbelow.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
Appears in 1 contract
Sources: Guarantee Agreement (Burns Philp Netherlands European Holdings Bv)
Assumptions. For In considering the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves documents referred to have been untrue as above we have not verified independently any assumptionassumed:
3.1 The truth, completeness, 4.1 the genuineness of all signatures and seals on the Supplemental Indenture and that any signature or execution pages on which any such signatures and/or seals appear physically formed part of complete and final versions of those documents at the time of signing and/or sealing;
4.2 the accuracy and authenticity completeness of all copy letters, resolutions, certificates, permissions, minutes, authorisations facts stated in any such documents and of all other documents representations and warranties given by or in respect of any kind party to the Supplemental Indenture (except insofar as they relate to matters of law on which we expressly opine in this opinion letter);
4.3 the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us in electronic form or as photocopies or facsimile transmitted copies or other copies of originals, originals and (in the case authenticity and completeness of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter from which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, taken;
4.4 that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction English Guarantor was carrying on business in accordance with the provisions Partnership Agreement on the date of execution of the Companies Act Supplemental Indenture;
4.5 the lack of bad faith and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue under influence and lack of bad faith on the part of the parties any party to the Transaction Document and their respective officersSupplemental Indenture and/or its directors, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and 4.6 that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend Partnership Agreement had the capacity and power to enter into the Partnership Agreement, that the Partnership Agreement was duly authorised by and duly executed and delivered by or vary or are inconsistent with the terms on behalf of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes each of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to it in the Transaction Document form examined by us (other than and we have relied upon the Company certified copy of the Partnership Agreement referred to in Paragraph 3.2.1 above) and that the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder Partnership Agreement creates legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene under the laws of any jurisdiction outside IrelandDelaware by which it is expressed to be governed;
(b) 4.7 that the certificate of the Secretary of the English Guarantor referred to in Paragraph 3.2 above is correct in all respects and does not fail to disclose any matters which had they been disclosed would be material in connection with the giving of the opinions contained in this opinion letter, and will not result there have been no changes to the matters referred to in that certificate;
4.8 that the written resolutions adopted by the members of the English Guarantor, referred to in Paragraph 3.2.3 above were duly passed in accordance with the notice, quorum, voting and other similar terms of the Partnership Agreement and that any provisions contained in any relevant law or regulation relating to the declaration of members’ interests were duly observed in relation to the resolutions referred to above and that no member of the English Guarantor acted in breach of his duty in voting on any agreementof the resolutions or members consents;
4.9 that the Supplemental Indenture has, instrument in fact, been delivered by or obligation to which on behalf of the Company is a party; and
(c) English Guarantor and the Supplemental Indenture is not and will not be illegal subject to any escrow or unenforceable by virtue of the laws of any jurisdiction outside Ireland.similar arrangement;
3.13 That the Company was not mistaken 4.10 that in entering into the Transaction Document as to any material relevant fact.
3.14 That Supplemental Indenture, the Transaction Document constitutes legal, valid English Guarantor did so in good faith and binding obligations for the purpose of carrying on its business and at the time that the Supplemental Indenture was entered into there were reasonable grounds for the members of the parties theretoEnglish Guarantor to believe that the transactions to which the Supplemental Indenture relates, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery by the English Guarantor of the Transaction DocumentSupplemental Indenture and the exercise of its rights and the performance of its obligations thereunder, would materially benefit the English Guarantor and be likely to promote its success for the benefit of its members as a whole;
(b) 4.11 that at the Company will nottime the Supplemental Indenture was executed, as the English Guarantor had not passed a consequence voluntary winding-up resolution, that no petition had been presented to or order made by a court for the winding up or dissolution of doing any act the English Guarantor, that no application had been made to a court, and no order had been made by the court, for an administration order in respect of the English Guarantor, that no appointment of an administrator and no notice of an intention to appoint an administrator had been made out of court or thing which any Transaction Document contemplatesbeen given or filed with the court in respect of the English Guarantor and that no receiver, permits or requires the relevant party to dotrustee, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no administrator, provisional liquidator, administrative receiver or examiner or other similar or analogous officer has had been appointed in relation to the Company English Guarantor or any of its assets or undertaking; andrevenues;
(d) 4.12 that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. It should be noted, however, that the Searches may not reveal whether any of the matters referred to in paragraph 4.12 above have occurred;
4.13 that none of the parties is or will be seeking to achieve any purpose not apparent from the Supplemental Indenture which might render the Supplemental Indenture illegal, void or unenforceable;
4.14 that there are no petition provisions of the laws of any country or jurisdiction outside England which would have any implications for the making opinions we express. Our opinion is confined to, and given on the basis of, English law as applied by the English courts at the date of a winding-up order this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England (and, in particular, we have not made any investigation of the appointment laws of an examiner New York) and we do not express or imply any similar officer or opinion thereon. Furthermore we do not express any analogous procedure has opinion on European Union law as it affects any jurisdiction other than England (and, for this purpose, we have assumed that all statutory instruments and/or regulations made in England in purported implementation of any directive have been presented duly made in relation accordance with that directive and are valid in all respects under English law). The opinions given in this opinion letter are strictly limited to the Companymatters stated in Paragraph 5 below and do not extend to and are not to be read as extending by implication to any other matters in connection with the Supplemental Indenture. We express no opinion as to matters of fact. This opinion letter and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law as at the date of this opinion letter.
Appears in 1 contract
Assumptions. For the purpose of In giving this Opinion we assume the followingopinion, without any responsibility on our part if any assumption proves to I have been untrue as we have not verified independently any assumptionassumed:
3.1 The truth(a) that any documents dated the date hereof or dated earlier than the date hereof which I have examined and on which I place reliance, completeness, accuracy remain complete and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and accurate;
(in the case of copiesb) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are seals, the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference conformity to the final draft provided originals of all documents supplied to us.
3.3 That the me as certified, photocopied, image-scanned or faxed copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy authenticity and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted fordocuments;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for due authorisation, execution and delivery of the winding-up ofDocuments and the Offering Documents by each of the parties thereto (including the Guarantors and the Company), or and that the appointment of a receiver or an examiner to, performance thereof is within the Company or its assets.
3.8 The truth, completeness capacity and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit powers of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) them and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes Documents constitute legal, valid and binding obligations of each of the parties thereto, thereto enforceable against them in accordance with their respective terms;
(d) that each of the Documents reviewed as drafts or forms are executed in the same form;
(e) the absence of other arrangements between any of the parties to the Documents which modify or supersede any of the terms under thereof;
(f) that none of the laws parties is or will be seeking to achieve any purpose not apparent from the Documents and the Offering Documents;
(g) that the Documents and the Offering Documents or the consummation by any of the Guarantors or the Company of the transactions contemplated thereby and the structure of the offering are not subsequently amended in a way that would affect the opinions contained in this opinion;
(h) that any further searches at Companies House would not reveal any circumstances which would require an amendment to this opinion;
(i) that any certificates, confirmations and other documents dated earlier than the date of this opinion and on which I have expressed reliance remain accurate and that there have been no variations to any such certificates, confirmations or other documents;
(j) that the Securities have not been and will not be offered or sold to persons in the United Kingdom in contravention of any relevant jurisdiction law, statute or regulation from time to time in force in the United Kingdom and that the Offering Documents have not been issued to or received by any person in the United Kingdom other than Ireland insofar as opined on herein.
3.15 That:a person by whom such document may lawfully be received;
(ak) that for the purposes of the opinion set forth in paragraph 4(d)(y), in the event that any person acquires an interest in the Company was not unable to pay its debts within the meaning as a result of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery delivery, the offer, issue and sale of the Transaction Document;
(b) Notes or the consummation by the Company will notof the transactions contemplated by the Documents and the Offering Documents, as a consequence neither such person nor the status of doing any act such person would cause any court or thing which any Transaction Document contemplates, permits governmental agency or requires body of the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to United Kingdom having jurisdiction over the Company or any of its assets properties in the United Kingdom, including any license, authorisation or undertakingorder of the UK Office of Communications (“Ofcom”), to consider whether such person or its status would violate or require the termination or material impairment of any license, authorisation, order, rule or regulation of any court or governmental agency or body of the United Kingdom; and
(dl) that any obligations contained in the Senior Credit Facility relating to the application of the use of proceeds of the offering will be fully complied with. The opinions set out in this opinion are made with no petition for knowledge of New York law nor Delaware law nor of the making US Securities Exchange Act of a winding-up order or 1934, the appointment US Securities Act of an examiner 1933, US accounting principles, the rules and regulations of the US Securities and Exchange Commission or any similar officer other US federal or any analogous procedure has been presented in relation to the Companystate law or rule or regulation.
Appears in 1 contract
Assumptions. For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
Appears in 1 contract
Sources: Credit Agreement (PENTAIR PLC)
Assumptions. For the purpose of In giving this Opinion legal opinion, we assume the followinghave assumed with your consent, without any responsibility on our part if any assumption proves to have been untrue as and we have not verified independently any assumptionindependently:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are seals, the signatures completeness and conformity to the originals of all the documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies or specimens and the authenticity of the persons who they purport to be originals of such documents and that each original was executed the individuals purported to have signed, have in fact signed (and had the manner appearing on the copy.general legal capacity to sign) these documents;
3.2 That the Transaction Document has been executed in a form due authorisation, execution and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director delivery of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted Agreement by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of all the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company Company) as well as the capacity, power, authority and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations thereunder, and the compliance with all internal authorisation procedures by each party (other than the Company) for the execution by it of the Agreement;
3.3 that all factual matters and statements relied upon or assumed herein were, are and will be (as the case may be) true, complete and accurate on the date of execution of the Agreement;
3.4 that all authorisations, approvals and consents under any applicable law (other than Luxembourg law to the extent opined on upon herein) are duly incorporated and validly which may be required in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That connection with the execution, delivery and performance of the Transaction Document:Agreement have been or will be obtained;
3.5 that the Agreement has in fact been signed on behalf of the Company by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇;
3.6 that the place of the central administration (asiège de l'administration centrale), the principal place of business (principal établissement) does not and will not contravene the centre of main interests (within the meaning given to such term in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended (the European Insolvency Regulation)) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg and that the Company has no establishment (as such term is defined in the European Insolvency Regulation) outside Luxembourg;
3.7 that the Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended (to the extent it is applicable to the Company);
3.8 that the Agreement is legally valid, binding and enforceable under its governing law (other than Luxembourg law to the extent opined upon herein), that the choices of such governing law and of the jurisdiction clause are valid (as a matter of such governing law and all other applicable laws (other than Luxembourg law to the extent opined upon herein)) as the choice of the governing law and the submission to the jurisdiction of the chosen courts for the Agreement;
3.9 that the Agreement is entered into and performed by the parties thereto in good faith and without any intention of fraud or intention to deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or to circumvent any applicable mandatory laws or regulations of any jurisdiction outside Ireland(including without limitation any tax laws);
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue 3.10 that there are no provisions of the laws of any jurisdiction outside Ireland.Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;
3.11 that all the parties to the Agreement (other than the Company) are companies duly organised, incorporated and existing in accordance with the laws of the jurisdiction of their respective incorporation and/or their registered office and/or the place of effective management; that in respect of all the parties to the Agreement, no steps have been taken pursuant to any insolvency, bankruptcy, liquidation or equivalent or analogous proceedings to appoint an administrator, bankruptcy receiver, insolvency officer or liquidator over the respective parties or their assets and that no voluntary or judicial winding-up or liquidation of such parties has been resolved or become effective at the date hereof. In respect of the Company, we refer to the Certificate;
3.12 that the entry into and performance of the Agreement are for the corporate benefit (intérêt social) of the Company;
3.13 That that the Resolutions have not been amended, rescinded, revoked or declared void and that the meeting of the board of managers of the Company was not mistaken (as referred to in entering into paragraph 2.3) has been duly convened and validly held and included a proper discussion and deliberation in respect of all the Transaction Document as to any material relevant fact.items of the agenda of the meeting;
3.14 That that the Transaction Document constitutes legalArticles have not been modified since the date referred to in paragraph 2.1 above;
3.15 that the Company does not carry out an activity in the financial sector on a professional basis (as referred to in the Luxembourg act dated 5 April 1993 relating to the financial sector, valid as amended (the Banking Act 1993)). This assumption does not specifically affect the entry into and binding obligations the performance by the Company of the Agreement;
3.16 that the Company does not carry out an activity requiring the granting of a business licence under the Luxembourg act dated 2 September 2011 relating to the establishment of certain businesses and business licences, as amended;
3.17 the absence of any other arrangement by or between any of the parties thereto, enforceable in accordance with their respective terms under to the laws of Agreement or between the parties to the Agreement and any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 third parties which modifies or supersedes any of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery terms of the Transaction DocumentAgreement or otherwise affects the opinions expressed herein;
3.18 there is neither a vitiated consent (bvice de consentement) the Company will notby reason of mistake (erreur), as a consequence of doing any act fraud (dol), duress (violence) or thing which any Transaction Document contemplatesinadequacy (lésion), permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
nor an illicit cause (ccause illicite) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company Agreement;
3.19 that all agreed conditions to the effectiveness of the Agreement have been or any of its assets or undertakingwill be satisfied; and
(d) no petition for 3.20 that the making of a winding-up order Company does not or the appointment of an examiner or any similar officer or any analogous procedure has been presented will not process personal data in relation to which it has not made a notification to, or obtained an authorisation from, the Companyrelevant Luxembourg authorities under applicable data protection laws.
Appears in 1 contract
Assumptions. For the purpose of giving this Opinion we assume the following, without any responsibility on In stating our part if any assumption proves to have been untrue as opinion we have not verified independently any assumptionassumed:
3.1 The truth, completeness1.1 the authenticity, accuracy and authenticity completeness of all copy letters, resolutions, certificates, permissions, minutes, authorisations Documents and all other documents of any kind documentation examined by us submitted to us as originals or copies of originals, and (in the case of copies) conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;
1.2 that each of the originals of copy documentsDocuments and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;
1.3 the genuineness of all signaturessignatures on the Documents;
1.4 the authority, stamps capacity and seals thereon that any signatures are the signatures power of each of the persons who they purport to be and that each original was executed in signing the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document Documents (other than the Company in respect of the Subject Agreements to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacitywhich it is a party);
1.5 that any representation, power and authority to execute the Transaction Documentwarranty or statement of fact or law, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company as to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of Bermuda, made in any jurisdiction outside Irelandof the Documents is true, accurate and complete;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which 1.6 that the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of Subject Agreements constitute the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of each of the parties thereto, other than the Company, under the laws of its jurisdiction of incorporation or its jurisdiction of formation;
1.7 that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Company purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;
1.8 that the Subject Agreements will effect, and will constitute legal, valid and binding obligations of each of the parties thereto, enforceable in accordance with their respective terms terms, under the laws of the State of New York by which they are expressed to be governed;
1.9 that the Subject Agreements are in the proper legal form to be admissible in evidence and enforced in the federal courts of the United States in the city and county of New York, Borough of Manhattan and the New York State courts in the city and county of New York, Borough of Manhattan (hereinafter referred to as the New York Courts) and in accordance with the laws of the State of New York;
1.10 that there are no provisions of the laws or regulations of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after Bermuda which would be contravened by the execution and or delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing Subject Agreements or which would have any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Subject Agreements is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;
1.11 that none of the parties to the Subject Agreements maintains a place of business (as defined in section 4(6) of the Investment Business Act 2003), in Bermuda;
1.12 that the records which were the subject of the Company or any Search were complete and accurate at the time of its assets or undertaking; and
(d) no petition such search and disclosed all information which is material for the making purposes of this opinion and such information has not since the date and time of the Company Search been materially altered;
1.13 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;
1.14 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and, in respect of the 2012 Resolutions, they accurately record the resolutions adopted by the Board of Directors of the Company as unanimous written resolutions of the Board of Directors of the Company and, in respect of the 2013 Resolutions, they accurately record the resolutions passed by the Board of Directors of the Company in a winding-up order meeting which was duly convened and at which a duly constituted quorum was present and voting throughout, and that there is no matter affecting the authority of the Directors to effect entry by the Company into the Subject Agreements, not disclosed by the Constitutional Documents or the appointment of an examiner or Resolutions, which would have any similar officer or any analogous procedure has been presented adverse implication in relation to the opinions expressed herein;
1.15 that the Underwriters have no express or constructive knowledge of any circumstance whereby any Director of the Company, when the Board of Directors of the Company adopted and passed the Resolutions, failed to discharge his fiduciary duty owed to the Company and to act honestly and in good faith with a view to the best interests of the Company;
1.16 that the Company has entered into its obligations under the Subject Agreements in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements to which it is a party would benefit the Company;
1.17 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another; and
1.18 that there are no matters of fact or law (other than matters of Bermuda law) affecting the enforceability of the Subject Agreements that have arisen since the execution of the Subject Agreements which would affect the opinions expressed herein.
Appears in 1 contract
Sources: Purchase Agreement (Invesco Ltd.)
Assumptions. For In giving the purpose of giving this Opinion we assume the followingopinions stated herein, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumptionmade the following assumptions:
3.1 The truth, completeness, accuracy and authenticity of (a) that all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals copies, specimen documents or conformed copies of originals, and (in the case of copies) conformity conform to the originals thereof;
(b) that all documents have been validly authorized, executed and delivered by all of copy the parties thereto (other than the Company);
(c) that all documents, the genuineness of all signaturesauthorizations, stamps powers and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.
3.2 That the Transaction Document has been executed in a form and content having no material difference to the final draft provided to us.
3.3 That the copies authorities produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record remain in full force and that any meetings referred to in such copies were duly convened, duly quorate effect and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and affected by any subsequent action not disclosed to us;
(d) that the signatures on the originals of all documents submitted to us are in full force and effect.genuine;
3.4 That each director of (e) that the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act Agreements are, and the Constitution Securities will be, and at all times will continue to be and constitute, legal, valid and binding obligations of the Company and none other parties thereto, enforceable in accordance with their terms under the laws of the directors State of New York by which laws they are stated to be governed or which are otherwise applicable to them, other than the Company has any interest in the Transaction except to the extent permitted by the Constitution laws of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:Finland;
(af) been that the subject of any declarationAgreements are, order or deemed order for disqualification or restriction under and the Companies Act (including Part 14Securities, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search Securities having been altered. In this connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for;
(b) the position reflected issued by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up ofCompany, or the appointment of a receiver or an examiner towill be, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposeswill continue to be and constitute, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of the Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Document and/or any other party which in any way amend or vary or are inconsistent with the terms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
3.11 That:
(a) no party to the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in existence and they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Document, to exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all obligations thereunder legal, valid, binding and enforceable on them; and
(c) each party to the Transaction Document (other than the Company to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(a) does not and will not contravene the laws of any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding obligations of the parties theretothereto (including the holders of the Securities), other than the Company, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable all jurisdictions by which they are stated to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act be governed or any analogous provision under any which are otherwise applicable laws immediately after the execution and delivery of the Transaction Documentto them;
(bg) that (other than the Company Company) each of the parties to the Agreements has or will nothave, prior to entering into any transaction contemplated by the Agreements which would require it to obtain an authorisation or permission in relation thereto for the purposes of the Finnish Financial Services Act (747/2012, as a consequence amended), obtained all such authorisations and permissions and will thereafter comply with all applicable provisions of doing any act the Financial Services Act and all applicable regulations and rules from time to time in effect thereunder or thing which any Transaction Document contemplatesin connection therewith, permits in, from or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable lawsotherwise involving Finland;
(ch) that all information in the public registers reviewed by us for the purposes of this opinion is accurate, complete and up-to-date;
(i) that Securities will not be offered or sold in Finland other than pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of debt securities;
(j) that there are no liquidator, receiver or examiner contractual or other similar arrangements or analogous officer has events or circumstances (including, without limitation, misrepresentation, mistake of fact, fraud, coercion or duress), other than as expressly provided for in the Agreements and the Corporate Documents or evident from the context, which if they had been appointed known to us would have influenced the opinions expressed herein;
(k) that market parameters and transaction economics for the purchase of Notes on terms and conditions set out in relation the Offer to Purchase have not changed significantly since May 24, 2017;
(l) that the Company or any is not in possession of its assets or undertakingmaterial not public information at the time of offering of the Securities;
(m) that the Shareholders Resolutions and Board Minutes are true and accurate records of the relevant meetings and that those meetings were duly convened and that the relevant resolutions set out in the minutes have remained in full force and effect unaltered and have not been exceeded; and
(dn) no petition for that the making choice of a winding-up order or the appointment laws of an examiner or any similar officer or any analogous procedure the State of New York as the governing law of the Agreements and the Securities has been presented made in relation to the Companygood faith and is valid under such laws.
Appears in 1 contract
Sources: Pricing Agreement (Nokia Corp)