Documents and Assumptions Sample Clauses

Documents and Assumptions. As special Colombian counsel to the Company, we examined certain documents and instruments as we have deemed necessary to render this opinion, including: a) A copy of the Company’s registration statement under Form F-3 of the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2019 (File No. 333-231038) (the “Registration Statement”); b) The preliminary prospectus supplement dated and filed with the Commission on January [2], 2020, and the issuer free writing prospectus identified in Schedule C of the Underwriting Agreement as the Final Term Sheet, dated January [**], 2020 and filed with the Commission on January [**], 2020 (collectively, the “Pricing Disclosure Package”); c) A copy of the prospectus dated April 25, 2019, as supplemented by the prospectus supplement dated January [**], 2020 (the “Prospectus Supplement” and collectively with the prospectus, the “Prospectus”), relating to the New Notes; d) The Underwriting Agreement; e) The Indenture; f) The form of the New Notes to be executed by the Company; g) The Company’s by-laws; h) A copy of the Minute No. 2955 of the Company's Board of Directors dated as of November 16, 2019; and i) A copy of the certificate of incorporation and legal representation of the Company as of January 03, 2020, issued by the Colombian Superintendence of Finance. Documents (a) to (f) above are hereinafter referred to as the “Transaction Documents”. In rendering the opinions expressed below, we have assumed, without any independent investigation or verification of any kind: (a) the authenticity, accuracy and completeness of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies, (b) the genuineness of all signatures, (c) that all documents submitted to us remain in full force and effect and have not been amended or affected by any subsequent action not disclosed to us,
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Documents and Assumptions. For purposes of this opinion, we have examined and relied on the SEA, and the documents listed in Schedule A hereto (the “Control Documents”), other contracts, agreements and documents provided to us by the Company and the PRC Companies (together with the SEA and the Control Documents, the “Documents”) , as well as oral and written explanation and confirmation made by the Company and the PRC Companies to our due inquiry and investigation, and we have made such investigation of the applicable laws and regulations of the PRC promulgated and publicly available as of the date of this opinion.
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Documents and Assumptions. As special Colombian counsel to the Company, we examined certain documents and instruments as we have deemed necessary to render this opinion, including: a) [A copy of the Company’s registration statement under Form F-3 of the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission (the “Commission”) on September [*], 2017 (File No. [333-211071]) (the “Registration Statement”)]; b) The preliminary prospectus supplement dated and filed with the Commission on September [26], 2017, and the issuer free writing prospectus identified in Schedule C of the Underwriting Agreement as the Final Term Sheet, dated September [*], 2017 and filed with the Commission on September [*], 2017 (collectively, the “Pricing Disclosure Package”); c) A copy of the prospectus dated [*], as supplemented by the prospectus supplement dated September [*], 2017(the “Prospectus Supplement” and collectively with the prospectus, the “Prospectus”), relating to the New Notes; d) The Underwriting Agreement; e) The Indenture; f) The form of the New Notes to be executed by the Company; g) The Company’s by-laws; h) A copy of the Minute No. [*] of the Company's Board of Directors dated as of September [25], 2017; and
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Documents and Assumptions. For purposes of this opinion, we have examined and relied on the SEA, and the documents listed in Schedule A hereto (the “Control Documents”), other contracts, agreements and documents provided to us by the Company and the PRC Companies (together with the SEA and the Control Documents, the “Documents”) , as well as oral and written explanation and confirmation made by the Company and the PRC Companies to our due inquiry and investigation, and we have made such investigation of the applicable laws and regulations of the PRC promulgated and publicly available as of the date of this opinion. In rendering the opinion expressed below, we have assumed without independent investigation: All signatures, seals and chops are genuine, each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same, all Documents submitted to us as originals are authentic, and all Documents submitted to us as certified or photostatic copies conform to the originals; Each of the non-natural person parties to the Documents other than the PRC Companies is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation (where applicable); each of the parties to the Documents other than the PRC Companies has full power and authority to execute, deliver and perform its/his obligations under the Documents to which it/he is a party in accordance with the laws of its/his jurisdiction of organization and/or residence; The Documents that were presented to us remain in full force and effect on the date of this opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this legal opinion; The laws of any country or region other than China which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with; All Documents and the factual statements provided to us by the Company and the PRC Companies, including but not limited to those set forth in the Documents, are complete, true, correct and not misleading. Where important facts were not independently established to us, we have relied upon certificates issued by the Government Agencies with proper authority which are available to us; and All the explanations and inter...
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Related to Documents and Assumptions

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Conveyancing and Assumption Instruments In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

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