Documents Examined Sample Clauses
The "Documents Examined" clause defines which documents have been reviewed and considered as part of a particular transaction or agreement. Typically, this clause lists specific documents such as contracts, certificates, or legal filings that have been examined by the parties or their representatives. By clearly identifying the documents relied upon, the clause ensures transparency and helps prevent disputes over what information was considered, thereby supporting the integrity and clarity of the transaction process.
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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. In connection with this opinion, we have reviewed and examined originals or copies identified to our satisfaction, of such records of ▇▇▇▇▇ and such other documents as we have considered necessary as a basis for the opinions hereinafter expressed.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of ▇▇▇▇▇▇ ▇▇▇▇▇▇ UK Limited as true, complete and up to date on 1 March 2012;
3.3....
Documents Examined. For the purposes of giving this opinion, we have examined originals, copies, or drafts of the document(s) listed in Part A of Schedule 1 (the Document). In addition, we have examined the corporate and other documents and conducted the searches listed in Part B of Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
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 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. For the purposes of giving the opinions expressed in this letter we have examined:-
(1) a copy of the Credit Agreement;
(2) a copy of the executed Note, dated as of July__, 2007, issued by the Borrower and delivered to the Administrative Agent;
(3) a copy of the executed Pledge and Security Agreement, dated as of July __, 2007, among the Borrower, the Subsidiary named therein and the Collateral Agent as pledgee (the “Pledge Agreement”);
(4) a copy of the executed Guaranty, dated as of July __, 2007, made by the Company’s Subsidiary named therein in favor of the Collateral Agent;
(5) [a copy of the executed Hong Kong Vessel Mortgages, dated as of [ ] and entered into by each Subsidiary which owns a mortgaged vessel, as mortgagor, as is a party thereto (the “Vessel Mortgages”);]
(6) [a copy of the executed Assignments of Earnings, dated as of [ ] and entered into by each Subsidiary which owns a mortgaged vessel (herein, the “Assignor”) as is a party thereto (the “Assignments of Earnings”);]
(7) [a copy of the executed Assignments of Insurances, dated as of [ ] and entered into by each Assignor as is a party thereto (the “Assignments of Insurances”);]
(8) [a copy of the executed Assignments of Charters, dated as of [ ] and entered into by each Assignor as is a party thereto (the “Assignment of Charters”);]
(9) [a copy of the executed Assignments of Purchase Contracts, dated as of [ ] and entered into by each Assignor as is a party thereto (the “Assignments of Purchase Contracts”);]
(10) [a copy of the executed Assignments of Construction Contracts and Refund Guarantees, dated as of [ ] and entered into by each Assignor as is a party thereto; and]
(11) a copy of the executed articles of incorporation and by-laws of the Borrower and each of the Subsidiary, resolutions of the Board of Directors of the Borrower and each of the Subsidiaries, the powers of attorney issued by the Borrower and each of the Subsidiary (collectively, the “POAs” and each a “POA”) and a certificate of good standing for the Borrower and each of the Subsidiary; The documents specified at paragraph 2(1) to (11) (inclusive) are herein together referred to as the “Documents”. We have undertaken a search against each Subsidiary’s files on [_______] and a search of the Cause Book kept at the High Court of Hong Kong on [_________].
Documents Examined. In rendering the opinions set forth herein, we have examined originals or copies identified to our satisfaction of (i) the certificate of incorporation of the Company, as amended (the "Charter"), (ii) the bylaws of the Company, as amended (the "Bylaws"), (iii) the Underwriting Agreement, (iv) the registration statement on Form S-3 (Reg. No. 333-[ ]) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") on May [ ], 2020, which became automatically effective upon filing, (v) the preliminary prospectus supplement of the Company dated May [ ], 2020, which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act (the "Preliminary Prospectus Supplement"), including the accompanying base prospectus dated May [ ], 2020 (the "Base Prospectus") which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act, (vi) the "Disclosure Package" as of the Applicable Time (which, for purposes of this letter, includes only the Preliminary Prospectus Supplement), (vii) the final prospectus supplement of the Company dated May [ ], 2020 (together with the Base Prospectus, the "Prospectus ") which was filed by the Company with the Commission on May [ ], 2020 pursuant to Rule 424(b)(5) promulgated under the Securities Act. We have also examined such other corporate documents and records of the Company and made such other investigation as we have deemed necessary or appropriate to render the opinions set forth below. As to matters of fact material to our opinions set forth below, we have relied, without independent investigation or inquiry, on representations made in the Underwriting Agreement and on certificates and other inquiries of officers or agents of the Company. We have also relied upon certificates of public officials and relevant public records.
Documents Examined. For the purposes of this opinion, we have examined the following documents provided by the Domestic Company and made such inquiries that we have considered necessary or relevant for purpose of providing this opinion:
(i). Copies of Control Documents;
(ii). Copies of (A) the executed (1) SPA, (2) Shareholders Agreement entered into on , 2013; (B) the Sixth Amended and Restated Memorandum of Association, and the Articles of Association; and (C) the Disclosure Schedule;
(iii). Copies of incorporation documents in connection with the Domestic Company and the WFOE listed in Schedule B of this opinion; and
Documents Examined. For the purposes of this opinion, we have examined the following documents provided by the Domestic Company:
(i). Copies of the Restated Control Documents;
(ii). Copies of Control Documents;
(iii). Copies of (A) the executed (1) SPA, (2) the Third Amended and Restated Shareholders Agreement entered into on April , 2014; (B) the Seventh Amended and Restated Memorandum of Association, and the Articles of Association; and (C) the Disclosure Schedule;