Documents Examined. In our capacity as special counsel for the Borrower and the Guarantor, we have examined the originals, copies or forms, certified or otherwise identified to our satisfaction, of the following documents (items (i) and (ii) below, the “Documents”):
Documents Examined. For the purpose of giving this opinion we have examined the following documents:
3.1 a copy of each of the New York Law Documents and pdf copies of the executed signature pages;
3.2 a certificate of the Secretary of Delphi Automotive LLP dated 17 May 2011 attaching:
3.2.1 a copy of the Delaware law governed third Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of 26 April 2011 (the “Partnership Agreement”), certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011;
3.2.2 a copy of the Certificate of Incorporation of a Limited Liability Partnership dated 19 August 2009, together with a Certificate of Incorporation on Change of Name of a Limited Liability Partnership dated 8 October 2009 each in relation to Delphi Automotive LLP, certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011;
3.2.3 a copy of the written resolutions dated 3 May 2011 adopted by Delphi Automotive LLP’s Board of Managers approving, amongst other things, the execution and delivery of the Indenture, certified by the Secretary of the Delphi Automotive LLP as true, complete and up to date on 17 May 2011;
3.2.4 a copy of the signatures of the authorized signatories of Delphi Automotive LLP as at the date of execution of the Indenture, certified by the Secretary of Delphi Automotive LLP as true and correct on 17 May 2011;
3.2.5 a copy of the certificate of “good standing” in respect of Delphi Automotive LLP issued by the Registrar of Companies at Companies House on the date hereof;
3.3 a certificate of the Secretary of Delphi Holdfi UK Limited dated 1 March 2012, attaching:
3.3.1 a copy of the Certificate of Incorporation of a Limited Company dated 30 June 2011 together with a Certificate of Incorporation on Change of Name dated 19 August 2011 and the Articles of Association (together the “Constitutional Documents”) of Delphi Holdfi UK Limited taken from the results of our online searches of the public records on file and available for inspection at Companies House referred to in paragraph 3.5 below, certified by the Secretary of Delphi Holdfi UK Limited as up to date on 1 March 2012;
3.3.2 a copy of the written resolutions dated 23 December 2011 adopted by Xxxxxx Xxxxxx UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of Xxxxxx Xxxxxx UK Limited as true, complete and up to date on 1 March 2012;
3.3....
Documents Examined. For the purpose of this opinion we have examined the originals or copies certified as true or fax copies or otherwise identified to our satisfaction of:
(i) An executed copy of each of the Transaction Documents;
(ii) Documents listed in Annex I; and
(iii) Such other documents as we consider relevant to this opinion. In addition we have made such enquiries and reviewed such matters of law and examined the originals or copies certified as true or otherwise identified to our satisfaction of such other documents, records and certificates as we have considered appropriate relevant or necessary for the purpose of giving this opinion. In this opinion unless otherwise defined herein, all terms defined in or by reference to the Registration Rights Agreement, shall bear the same meaning when used herein.
Documents Examined. In connection with this opinion, we have reviewed and examined originals or copies identified to our satisfaction, of such records of Xxxxx and such other documents as we have considered necessary as a basis for the opinions hereinafter expressed.
Documents Examined. In connection with the foregoing, we have participated in the preparation of and examined the Stock Purchase Agreement, the Schedules to the Stock Purchase Agreement, records of proceedings of the directors and shareholders of CP, the Articles of Incorporation and Bylaws of CP, certificates of officers of CP and public officials, and such other documentation as we have deemed necessary or advisable in order to render the opinions expressed herein.
Documents Examined. We have examined originals or copies of the following documents each, unless otherwise indicated, dated as of the date hereof:
(a) the Credit Agreement;
(b) each promissory note made by the Borrower in favor of each Lender evidencing Loans made by such Lender (each a “Note”);
(c) the Guaranty;
(d) the Security Agreement;
(e) the Grant of Trademark Security Interest made by the Borrower in favor of Agent;
(f) the Grant of Patent Security Interest made by (i) the Borrower in favor of Agent and (ii) the Guarantors in favor of Agent;
(g) a certificates of good standing issued by the Secretary of State of the State of Delaware (i) dated September 26, 2017 for the Borrower and (ii) dated September 26, 2017 for Quidel Cardiovascular Inc., a Delaware corporation (the “Delaware Guarantor”) (together, the “Good Standing Certificates”);
(h) resolutions adopted by, and minutes of the meetings of, the board of directors of the Borrower and resolutions adopted by the board of directors of the Delaware Guarantor, in each case, authorizing the execution, delivery and performance of the Credit Agreement and the other Transaction Documents by the Borrower and Delaware Guarantor (together, the “Resolutions”);
(i) the Restated Certificate of Incorporation, together with the Certificate of Designations of Series C Junior Participating Preferred Stock and Amended and Restated Bylaws of the Borrower, each as certified by the Chief Financial Officer of the Borrower, and the Certificate of Incorporation and Certificate of Amendment of Certificate of Incorporation and Bylaws of the Delaware Guarantor, each as certified by the Chief Financial Officer of the Delaware Guarantor (collectively, and together with the Resolutions, the “Governing Documents”);
(j) the Officer’s Certificate of the Loan Parties attached hereto as Exhibit A (the “Officer’s Certificate”); and
(k) unfiled copies of the UCC-1 Financing Statements (the “Financing Statements”) listing Borrower and the Delaware Guarantor, each of as a debtor, and Bank of America, N.A., as Administrative Agent, as Secured Party, to be filed with the Delaware Secretary of State. The documents described in the foregoing clauses (a) through (f) are collectively referred to herein as the “Transaction Documents.” All documents evidencing the transaction contemplated by the Credit Agreement or otherwise referenced in the Credit Agreement, other than the Transaction Documents, are collectively referred to hereinafter as the “Other Documents...
Documents Examined. For the purposes of this opinion, we have examined only copies of the documents listed and, where appropriate, defined in the Schedule to this letter.
Documents Examined. For the purposes of this opinion, we have examined copies of each Loan Agreement, the Management Agreement and the Administrative Services Agreement as posted on the US Securities and Exchange Commission’s website and a copy of the executed Underwriting Agreement.
Documents Examined. In connection with this opinion, we have reviewed and examined originals or copies identified to our satisfaction, of such records of Prisa and such other documents as we have considered necessary as a basis for the opinions hereinafter expressed.
Documents Examined. 2.1 We examined the following documents in connection with the Placings:-
(a) the draft Private Placement Memorandum dated September 15, 1995, prepared for the Initial Offering by the Omega Fund of up to 10,000,000 Shares of beneficial Interest at U.S.$100 per share;
(b) the draft Placement Memorandum dated 15 September, 1995 prepared for the Initial Offering by the Saga Fund of up to 20,000,000 Shares at U.S.$50 per share;
(c) the South African Mutual Life Assurance Society (Private) Act, 1966 (Act 52 of 1966), as amended by Act 53 of 1980 and by the further amendments made in terms of Section 73 of that Act, and confirmed by orders of the Cape Provincial Division of the Supreme Court of South Africa granted on 21 December 1966, 12 December 1968, 19 February 1974 and 17 December 1981 ("the Old Mutual Act");
(d) the bye-laws of the Old Mutual made in terms of Chapter 7 of the Old Mutual Act;
(e) the Resolutions of the Board of Directors of Old Mutual passed on ________________ 1995;
(f) correspondence between the South African Reserve Bank ("the Reserve Band") as the representative of the Treasury and Old Mutual, including the following: letter dated 1 August 1995 from Old Mutual to the Reserve Bank; letter dated 28 August 1995 from the Reserve Bank to Old Mutual; letter dated 29 August from Old Mutual to the Reserve Bank; letter dated 30 August 1995 from the Reserve Bank to Old Mutual; letter dated 22 September 1995 from Old Mutual to the Reserve Bank;
(g) a copy, certified to our satisfaction, of the Portfolio Transfer and Description Agreement dated __ October 1995 ("the Transfer Agreement");
(h) a copy, certified to our satisfaction, of the Placing Agreement relating to shares of the Omega Fund dated as of ___________ 1995 ("the Omega Placing Agreement");
(i) a copy, certified to our satisfaction, of the Agreement dated ___________ 1995 relating to the placing of up to ___ shares of U.S.$____ each in the Saga Fund ("the Saga Placing Agreement");
(j) a copy, certified to our satisfaction, of the letter agreement dated 23 August 1995 between SBC Warburg and Old Mutual read together with the separate letter of the same date between the same parties (the "Engagement Letters").
2.2 We have also made such other enquiries and examined such other documents as we have considered appropriate for the purpose of giving this opinion.
