Opinions, Affidavits and Declarations Sample Clauses

Opinions, Affidavits and Declarations of the Shareholders. The Shareholders shall have delivered to Purchaser an opinion:- (a) of qualified legal counsel reasonably satisfactory to Purchaser dated as at the Closing Date or thereabouts, that: (i) each Shareholder and Target Co. is duly organized, validly existing, and in good standing under the laws of British Virgin Islands and that the Shares are based on the information provided from the Shareholders free from encumbrances except as disclosed pursuant to this Agreement. (ii) each Shareholder and Target Co. has the corporate power to carry on its business as now being conducted and is duly qualified to do business. (iii) All action and approvals required in connection to the transfer of the Shares to Purchaser have been properly taken, completed or obtained by the Shareholders and the Target Co. respectively, to the extent, if any, that they are necessary. (iv) This Agreement has been duly authorized, executed, and delivered by the Shareholders and is a valid and binding obligation of the Shareholders. (b) of qualified legal counsel reasonably satisfactory to Purchaser, dated as at the Closing Date or thereabouts, that: (i) the Chinese Joint Venture is duly organized, validly existing, in China. (ii) the Chinese Joint Venture has the corporate power to carry on its business as now being conducted and is duly qualified to do business. (iii) All action and approvals required in connection to the establishment of the Joint Venture Company and entry into the Project have been properly taken, completed or obtained by the Chinese Joint Venture, to the extent, if any, that they are necessary.
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Opinions, Affidavits and Declarations by the XYZ Shareholders. The XYZ Shareholders shall have delivered to the Company evidence reasonably satisfactory to the Company, and their counsel and auditors, dated as that of the Closing Date, that: (A) XYZ is duly organized, validly existing, and in good standing under the laws of the State of New York and that the XYZ Shares are free and clear of any and all liens, encumbrances or contingent liabilities except as disclosed pursuant to this Agreement. (B) XYZ has the corporate power to carry on its business as now being conducted and is duly qualified to do business in the State of New York and in any other jurisdiction where required or where the non-qualification to do business would have a material adverse affect on the value of its business. (C) All actions and approvals required in connection to the transfer of the XYZ Shares to the Company have been properly taken, completed or obtained by the XYZ Shareholders, to the extent, if any, that they are necessary. (D) This Agreement has been duly authorized, executed, and delivered by the XYZ Shareholders and is a valid and binding obligation of the XYZ Shareholders.
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Opinions, Affidavits and Declarations of the Selling Members. The Selling Members or Target shall have delivered to Purchaser an opinion of qualified legal counsel reasonably satisfactory to Purchaser, and its counsel and auditors, dated as at the Closing Date, that: (A) Target is duly organized, validly existing, and in good standing under the laws of the State of Michigan. (B) Target has the corporate power to carry on its business as now being conducted and is duly qualified to do business in any other jurisdiction where required or where the non-qualification to do business would have a material adverse affect on the value of its business. (C) All action and approvals required in connection to the transfer of the Target Membership Interests to Purchaser have been properly taken, completed or obtained by the Selling Members and/or Target, to the extent, if any, that they are necessary.
Sample 1

Related to Opinions, Affidavits and Declarations

  • Procedures Regarding Opinions and Rulings (a) If SpinCo notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII shall use commercially reasonable efforts to expeditiously obtain, or assist SpinCo in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, SpinCo fails to certify that all information and representations relating to SpinCo or any member of the SpinCo Group in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. SpinCo shall bear all costs and expenses of securing any such Satisfactory Guidance and shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefor. (b) Notwithstanding anything herein to the contrary, SpinCo shall not seek a Ruling (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII. (c) HII shall have exclusive control over the process of obtaining any Ruling relating to the Transactions and neither SpinCo nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any Ruling relating to the Transactions that can reasonably be expected to affect SpinCo’s liabilities under this Agreement, HII shall (i) keep SpinCo informed of all material actions taken or proposed to be taken by HII, (ii) reasonably in advance of the submission of any Ruling request provide SpinCo with a draft thereof, consider SpinCo’s comments on such draft, and provide SpinCo with a final copy, and (iii) provide SpinCo with notice reasonably in advance of, and permit SpinCo to attend, any formally scheduled meetings with the IRS or other relevant Taxing Authority (subject to the approval of the IRS or other relevant Taxing Authority, as applicable) that relate to such Ruling.

  • Statements and Confirmations The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.

  • General Affirmations Grantee certifies that, to the extent affirmations are incorporated into the Grant Agreement, the Grantee has reviewed the affirmations and that Grantee is in compliance with all requirements.

  • Warranty Affirmations Assurances and Certifications 12 5.1 WARRANTY 12 5.2 General Affirmations 12 5.3 Federal Assurances 12 5.4 Federal Certifications 12 5.5 State Assurances 12 ARTICLE VI. Intellectual Property 13

  • AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 11

  • Copies of any Amendments and Supplements to a Prospectus The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

  • Certification Regarding Use of State Funds If Party is an employer and this Agreement is a State-funded grant in excess of $1,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party’s employee’s rights with respect to unionization.

  • Opinions of Borrower’s Counsel Lender shall have received opinions from Borrower’s counsel with respect to non-consolidation and the due execution, authority, enforceability of the Loan Documents and such other matters as Lender may require, including True-Lease Opinions, an opinion with respect to the priority and perfection of the Collateral and all such opinions shall be in form, scope and substance satisfactory to Lender and Lender’s counsel in their reasonable discretion.

  • Officers' Certificates and Opinions of Counsel; Statements to Be Contained Therein Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with. Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer of officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

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