Factual Matters. To the extent that we have reviewed and relied upon (i) the Borrowers’ Certificate and other certificates of any Borrower or authorized representatives thereof, (ii) representations of any Borrower set forth in the Credit Agreement and (iii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records (including filings with public authorities) are properly indexed and filed and are accurate and complete.
Factual Matters. As to various questions of fact relevant to this opinion we have relied, without independent investigation, upon the certificates of officers of the Company.
Factual Matters. That CoBank receive a certificate (the "Factual Matters Certificate"), in the form attached hereto as Exhibit B, --------- dated the Funding Date, signed by the President, Chief Financial Officer or Treasurer of the Borrower, certifying as to the matters set forth therein.
Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of the Company or authorized representatives thereof and (ii) certificates and assurances from public officials, all of such certificates and assurances are accurate with regard to factual matters.
Factual Matters. All certifications, representations, warranties and assurances set forth in (i) the Company Certificate and other certificates of the Company or authorized representatives thereof, (ii) the Transaction Documents, and (iii) the certificates and assurances from public officials, are in all cases true, complete and accurate with respect to the matters set forth therein;
Factual Matters. With regard to factual matters, to the extent that we have reviewed and relied upon representations of the Company and Diomed set forth in the Subject Documents, such representations are true and correct;
Factual Matters. With regard to factual matters, to the extent that we deemed appropriate and we have reviewed and relied upon (a) the Borrower’s Certificate and other certificates of each Borrower Party or authorized representative thereof, (b) representations of each Borrower Party set forth in the Subject Documents and (c) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records, including filings with public authorities, are properly indexed and filed, and except for the UCC Financing Statements, are accurate and complete.
Factual Matters. The Facility Provider shall have received evidence of the following:
(a) having regard to the funds available to BMG and the Facility User through the Gold Facility, the Bridge Facility and an equity offering, BMG and the Facility User shall have sufficient funds to complete the acquisition of all of the outstanding shares in the capital of each of NewCo Barbados and NewCo Canada in accordance with the Acquisition Agreement without the necessity of any material waiver by any party thereunder (including the payment of all related fees and expenses), and arrangements satisfactory to the Facility Provider shall have been made to ensure that the proceeds of the Gold Facility, the Bridge Facility and such equity offering will be made available to BMG and the Facility User concurrently with, and applied to, the closing of such acquisition;
(b) subject to such post-closing matters as shall remain outstanding under the Acquisition Agreement, which matters shall be subject to such undertakings, escrow provisions and other arrangements as shall be satisfactory to the Facility Provider:
(i) BMG and the Facility User are the owners of all of the outstanding shares in the capital of, respectively, NewCo Barbados and NewCo Canada;
(ii) NewCo Barbados and NewCo Canada are the owners of the Royalties (respectively, as set forth in schedule 2 annexed hereto) with a good and valid legal and beneficial title 191392 v2 thereto, including the right to receive and deal with all of the proceeds therefrom (and, without limitation, all registrations, filings, notices, directions, acknowledgements or recordings necessary or desirable to preserve, protect or perfect the enforceability and priority of the respective interests of NewCo Barbados and NewCo Canada in the Royalties have been completed); in each case free of any subsisting rights of first refusal, first offer or similar pre-emptive rights or opportunities in favour of any other person, which rights or opportunities (x) have not been irrevocably and unconditionally waived in writing, or (y) have not expired or otherwise become incapable of exercise in accordance with their terms;
(c) each of NewCo Barbados and NewCo Canada shall have tabled or otherwise made arrangements for the execution and delivery of the following:
(i) its certified copy of an authorizing resolution as referred to in section 3.1(3);
(ii) its certificate of incumbency and list of authorized signatories as referred to in section 3.1(4);
(iii) the Accessio...
Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of any Borrower Party or authorized representatives thereof, (ii) representations of any Borrower Party set forth in the Subject Documents and (iii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records (including filings with public authorities) are properly indexed and filed and are accurate and complete.
Factual Matters. To the extent that we have reviewed and relied upon representations of the Grantor set forth in the Deed of Trust, all of such representations are accurate;
