Negative Assurance. The opinions of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx PLLC, [OREGON COUNSEL] and B&D Law Firm shall each include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations.
Negative Assurance. (i) The Disclosure Package, when taken together as a whole as of the Execution Time and (ii) each electronic road show when taken together as a whole with the Disclosure Package as of the Execution Time, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters consists of the information described as such in Section 8(b) hereof.
Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements (A) in the Registration Statement under the captions “Non-United States Tax Considerations — Xxxxxxxx Islands Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the 20-F under the caption “Item 4 — Information on the Partnership — C. Regulations — Regulation - International Maritime Organization (or IMO),” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K filed with the Commission on November 16, 2009 (the “Form 6-K”) under the caption “Item 1 — Information Contained in this Form 6-K Report — Regulations — Environmental Regulations — The United States Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (D) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case except to the extent specified in the foregoing opinion), no facts have come to such counsel’s attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the Form 20-F or Form 8-A/A, as of the Applicable Time and as of the Closing Date, contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and the Prospectus under the captions "Business--Regulation--International Maritime Organization (or IMO)," "Business-Regulation-Environmental Regulations--The United States Oil Pollution Act of 1990 (or OPA 90)," "Business--Regulation--Environmental Regulations--Other Environmental Initiatives," "Business--Taxation of the Partnership--Xxxxxxxx Islands Taxation," "Conflicts of Interest and Fiduciary Duties," "The Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities," (except to the extent specified in the foregoing opinion), no facts have come to such counsel's attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the above-referenced sections of the Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the above-referenced sections of the Disclosure Package, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Negative Assurance. The Representatives shall not have discovered and disclosed to the Company on or prior to the Closing Date and any Additional Closing Date that the Preliminary Offering Memorandum, any other Time of Sale Information or the Offering Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading.
Negative Assurance. Subject to the foregoing, we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come to our attention that cause us to believe that:
Negative Assurance. In addition, we advise you supplementally as a matter of fact and not opinion that based solely upon certifications contained in a certificate executed by an officer of the Company, except to the extent set forth in such certificate, to our knowledge, there are no pending or overtly threatened actions or proceedings against the Company or any of its Significant Subsidiaries before any Applicable Governmental Authority that purport to affect the legality, validity, binding effect or enforceability of the Operative Documents or the consummation of the transactions contemplated thereby. Assumptions, Qualifications and Exceptions In rendering these opinions, we have, with your permission, assumed the following: (i) the authenticity of original documents and the genuineness of all signatures, and the conformity to the originals of all documents submitted to us as copies and the due execution and delivery by the indicated officers of any documents submitted to us as unexecuted; (ii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (iii) the due organization, valid existence and good standing of the parties to the Operative Documents other than the Company; (iv) the due authorization, execution and delivery of each Operative Document by each party thereto other than the Company; (v) the binding effect of the Operative Documents on, and the enforceability of the Operative Documents against, each party to the Operative Documents other than the Company; (vi) the absence of any evidence extrinsic to the provisions of the written agreements among the parties that the parties intended a meaning contrary to that expressed by those provisions; and (vii) there has not been any mutual mistake of fact, fraud, duress or undue influence. In rendering our opinion in paragraph 2 above with respect to Contractual Obligations, we have assumed that the governing law (exclusive of California or New York laws relating to conflicts of laws) of each Contractual Obligation is California or New York; and we have not reviewed the covenants in the Contractual Obligations that contain financial ratios or other similar financial restrictions, and no opinion is provided with respect thereto. Exhibits Amended and Restated Credit Agreement PG&E Corporation Certain Limitations and Qualifications Whenever a statement herein is qualified by the phrases “known to us” or “to ou...
Negative Assurance. Although each Selling Shareholder (other than the Selling Principal Officer) has not independently verified the accuracy, completeness or fairness of the statements contained in or incorporated by reference in, the Memorandum or Article II of this Agreement and has not participated in conferences and telephone conversations with representatives of the Company in which the foregoing document and related matters were discussed, no facts have come to the attention of such Selling Shareholder (other than the Selling Principal Officer) which leads it to believe that the foregoing documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No facts have come to the attention of the Selling Principal Officer (including in his capacity as Chief Executive Officer of the Company) which lead him to believe that either the Memorandum, the SEC Documents, or the representations in Article II of this Agreement contain an untrue statement of material fact or omitted to state a material fact.
Negative Assurance. (a) Each of the Registration Statement, as of the date of the Underwriting Agreement, and the Prospectus, as of the date of the Prospectus Supplement, appeared on its face to be appropriately responsive in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, except that (i) we express no view as to the financial statements, financial schedules and other financial, accounting and statistical data contained or incorporated by reference therein, and (ii) we express no view as to the antifraud provisions of the U.S. federal securities laws and the rules and regulations promulgated under such provisions; and
Negative Assurance. Each Seller for itself only represents and warrants that it has no actual knowledge that any representation or warranty contained in Article II is not true and correct in any material respect.
