Certain Limitations and Qualifications. (a) The Buyer Indemnified Parties may not assert any claim for Damages pursuant to Section 9.2(b) (a “General Claim”) against Seller, and Seller shall not be liable for any General Claims or Damages attributable thereto (“General Claim Damages”), unless and until the aggregate amount of all General Claim Damages exceeds $122,500.00 (such amount, the “Indemnity Basket”). If the aggregate amount of all General Claim Damages exceeds the Indemnity Basket, the Buyer Indemnified Parties may recover General Claim Damages from Seller to the extent, and only to the extent, the aggregate amount of all General Claim Damages exceeds the Indemnity Basket, and then from, and only to the extent of, the Indemnity Escrow Balance (if any). Notwithstanding anything to the contrary set forth herein, and for the avoidance of doubt: (i) in no event shall Seller have any liability or obligation for General Claims or General Claim Damages beyond the Indemnity Escrow Balance, if any; and (ii) the sole recourse of the Buyer Indemnified Parties for General Claims and General Claim Damages shall be limited to (A) recovery from the Indemnity Escrow Balance, if any, and (B) recovery from the R&W Policy (subject to the terms thereof, including all exclusions, retentions and policy limits).
(b) In the event the Buyer Indemnified Parties have any claims for Damages pursuant to Section 9.2(a) (“Fundamental Claims”), such Fundamental Claims and the Damages relating thereto (“Fundamental Claims Damages”) shall be satisfied: (i) first, from and to the extent of the Indemnity Escrow Balance, if any; (ii) second, by Seller until the aggregate amount of all Fundamental Claims Damages and all General Claims Damages equals the RWI Retention; (iii) third, by recovery from the R&W Policy (subject to the terms thereof, including all exclusions, retentions and policy limits); and (iv) fourth, by Seller.
(c) Without limiting the generality of the foregoing, and notwithstanding anything to the contrary set forth herein, in no event shall Seller be liable to the Buyer Indemnified Parties for Damages under this Article IX (except pursuant to Section 9.2(c) with respect to the Restrictive Covenant Agreements) to the extent such Damages are greater than the portion of the Purchase Price actually received by Seller.
(d) For purposes of determining (i) whether an inaccuracy in or breach of any representation or warranty contained herein exists (including for purposes of the R&W Policy) and (ii) the amount of ...
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrases “known to us” or “to our knowledge,” it is intended to indicate that, during the course of our representation on behalf of the Borrower in this transaction, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of the attorneys presently in the firm who have rendered legal service in connection with our representation of the Borrower in this transaction. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation on behalf of the Borrower in this transaction. Our opinions are limited to the laws of the State of New York, the Delaware Revised Uniform Partnership Act and the federal laws of the United States. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other than those identified above are applicable to the Credit Agreement or the Notes or the transactions contemplated thereby. As you know, we are not licensed to practice law in the State of Delaware, and our opinions herein with respect to the partnership law of Delaware are based solely on our review of the Delaware Revised Uniform Partnership Act as found in a standard compilation of the official statutes of the State of Delaware. Our opinion that any document is valid, binding or enforceable in accordance with its terms is qualified as to:
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrases "known to us," "to our knowledge," or similar phrases, it is intended to indicate that, during the course of our representation of the Company no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered more than twenty hours of legal services to the Company in the past six months. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company.
Certain Limitations and Qualifications. The opinions expressed above are based on the documents provided by the CVP Companies and our interpretation of Chinese laws and regulations, which, in our experience, are applicable. We note, however, that the laws and the regulations in China have been subject to substantial and frequent revision in recent years. We cannot assure that any future interpretations or amendments of Chinese laws and regulations by relevant authorities, administrative pronouncements, or court decisions, or future positions taken by these authorities would not adversely impact or affect the opinions set forth in this letter. Our above opinions are also subject to the qualification that they are confined to and given on the basis of the published and publicly available laws and regulations of the PRC (excluding the laws of Hong Kong for the purpose of this opinion) effective as of the date hereof. This Opinion has been prepared solely for your use of reference and may not be quoted in whole or in part or otherwise referred to in any documents, or disclosed to any third party, or filed with or furnished to any governmental agency, or other party without the express prior written consent of this firm. Ladies and Gentlemen: We have acted as special securities counsel to Acquiror Company in connection with its entry into the above-referenced Agreement and the transactions contemplated thereby. This letter is being furnished to you in compliance with Section 10.6.7 of the Agreement. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
1. The Acquiror Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Acquiror Company has full corporate power and authority to own, lease and operate its properties and to carry on its business in the places and in the manner currently conducted.
2. The Acquiror Company has the requisite corporate power and authority to execute and deliver the Agreement and other Transaction Documents to which it is a party and to perform the required actions contemplated therein. The execution, delivery and performance by the Acquiror Company of the Agreement and the other Transaction Documents to which the Acquiror Company is a party have been duly authorized by all necessary corporate action on the part of the Acquiror Company and no further consent or authorization of the Acquiror Company or its Board of Director...
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrase “to our knowledge,” it is intended to indicate that, during the course of our representation of Farnam in connection with the transactions contemplated by the Underwriting Agreement, no information that would give us actual knowledge of the inaccuracy of such statement has come to our attention. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of Farnam. In giving the opinion expressed in paragraph 1 above with respect to the good standing of Farnam, we have relied solely on the Good Standing Certificate. We express no opinion as to, and for the purposes of the opinions set forth herein, we have conducted no investigation of, and do not purport to be experts on, any laws other than the laws of the State of Arizona. With respect to Arizona law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof, and we assume no obligation to revise or supplement this opinion due to any change in the law by legislative action, judicial decision or otherwise. We express no opinion as to (i) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and political subdivisions (whether created or enabled through legislative action at the federal, state, regional or local level), (ii) the applicable jurisdiction’s choice-of-law statutes, rules and principles, (iii) the operation of any asset or property, and (iv) statutes, laws, rules and regulations relating to (a) pollution or protection of the environment, (b) zoning, land use, building or construction, (c) operation of any asset or property, (d) labor, employment, employee rights and benefits, or occupational safety and health, (e) utility regulation or regulation of matters pertaining to the acquisition, transportation, transmission, storage or use of energy sources used in connection therewith or generated thereby, (f) antitrust, (g) taxation and (h) securities laws, in each case with respect to each of the foregoing, (x) as interpreted, construed or enforced pursuant to any judicial, arbitral or other ...
Certain Limitations and Qualifications. Our opinion in paragraph 1 as to the good standing of the Company is based solely on certificates of public officials in the state named in such paragraph. In rendering the opinion in paragraph 7 above relating to conflicts with or violations of United States federal, Delaware or New York law or administrative or governmental rule or regulation applicable to the Company, such opinion is limited to such laws, administrative or governmental rules or regulations that in our experience are typically applicable to a transaction of the nature contemplated by the Underwriting Agreement and the Indenture. With respect to the opinions set forth in paragraphs 7 and 8 above, we have assumed that the Company has duly performed its obligations under the Underwriting Agreement, the Indenture and the Notes in compliance with their respective terms. With respect to our opinion in paragraph 10 above relating to no stop order, we have relied solely on the hxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml webpage of the Commission’s website (hxxx://xxx.xxx.xxx) as of _____ a.m. Eastern Time on the date hereof. Our opinions set forth above are limited to the laws of the State of Delaware and the State of California and, with respect to the Underwriting Agreement, the Notes and the Indenture, the State of New York, and the federal laws of the United States. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other than those identified above are applicable to the agreements or the transactions contemplated thereby. Our opinion that any document is valid, binding or enforceable in accordance with its terms is qualified as to:
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrase "to our knowledge," it is intended to indicate that, during the course of our representation of the Company in this transaction, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered legal services in connection with the representation described in the second paragraph of this opinion letter. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company or its affiliates. Our opinion that any document is valid, binding, or enforceable in accordance with its terms is qualified as to:
Certain Limitations and Qualifications. In Relation To Our Provision Of The Services
3.1 We cannot guarantee the continuing availability of any particular item of Equipment and you acknowledge that we may be dependent upon third parties for its provision. Accordingly, we may add to, substitute and/or discontinue any item of Equipment and/or to change the specification of the Equipment at any time.
3.2 The following non-exhaustive list of technical limitations and restrictions may affect certain parts of the Services and we will not be liable to you or to any End User for any failure to notify you specifically of the same, nor for our inability to supply the Services (or any part of them) as a result of the occurrence of any such circumstance:
3.2.1 technical limitations within a Network, which may affect a part of the Services or the interoperability between certain parts of the Services, and which may not become apparent until after installation (whether immediately or some time later). In such event, we may have to withdraw a certain part of the Services. If this happens, we will provide as much notice of withdrawal to you as is reasonably practicable;
3.2.2 there are certain services or products that may be unavailable and/or incompatible with a particular Network;
3.2.3 the performance of some equipment at the Site, including proprietary systems that belong to you or to third parties, may be adversely affected by the Services or a part of them; and
3.2.4 there may be individual technical or geographical limitations that inhibit or prevent the installation and provision of the Services or part of them in your area.
3.3 You agree to cooperate fully with us and/or any Service Provider or Network Operator (and our or their employees, agents and/or sub-contractors) in respect of the installation of and ongoing supply of the Services or part of them (including any installation and/or conversion services required). The installation of the Services is dependent on your providing us with the information and co-operation that we reasonably request from you from time to time.
3.4 We may make alterations to any aspect of the Services (or their description) including conversions, shifts, reconfigurations and renumbers, withdrawal or introduction of features, which may include changes in the technical specification of the Services or particular components of them. These may include service or system upgrades and/or major changes to the telecommunications systems themselves. Such alterations may result in ...
Certain Limitations and Qualifications. Our opinions are subject to the following assumptions and qualifications:
Certain Limitations and Qualifications
