Qualifications and Exceptions. This opinion is subject to and qualified in all respects by the following: The validity and enforceability of the Credit Agreement may be limited by bankruptcy (including but not limited to preference, fraudulent conveyance and fraudulent transfer provisions), insolvency, reorganization, rearrangement, moratorium, liquidation, probate, conservatorship and other similar laws (including court decisions) now or hereafter in effect and affecting the rights of creditors generally; by general principles of equity (regardless of whether such validity and enforceability is considered in a proceeding in equity or at law) and by judicial discretion. We express no opinion as to whether a court would grant specific performance or any other equitable remedy with respect to the Credit Agreement or any particular remedy under the Credit Agreement as opposed to any other remedy available under the Credit Agreement, at law or in equity. We express no opinion as to any of the following:
Qualifications and Exceptions. The opinion rendered above is subject in all respects to the following qualifications and comments:
1. Our opinion above, as to enforceability, is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally.
2. Our opinion is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law). In rendering our opinion, we have assumed that the parties to the Credit Documents will perform their obligations and exercise their rights under such documents within the standards of reasonableness, good faith and fair dealing imposed by applicable law.
3. We express no opinion with respect to the legality, validity, binding nature or enforceability of any of the following provisions found in the Credit Documents, if any: (i) provisions relating to waivers, precluding a party from asserting certain claims or defenses or from obtaining or exercising certain rights, releases and remedies, or excusing a party from damages, liability or obligations to the extent such provisions may violate public policy or otherwise violate applicable law; (ii) provisions relating to subrogation rights, delay or omission of enforcement of rights or remedies, severability or set offs that violate applicable law; (iii) provisions obligating a party to submit to the jurisdiction or venue of any court; (iv) provisions purporting to establish evidentiary standards for suits or proceedings to enforce the Credit Documents; (v) provisions that decisions by a party are conclusive; (vi) provisions purporting to effect the automatic service of process on any person; and
Qualifications and Exceptions. (1) Costs borne by other Federal grant agreements. Except as provided by Federal statute, a cost sharing or matching requirement may not be met by costs borne by another Federal grant. This prohibition does not apply to income earned by a grantee or subgrantee from a contract awarded under another Federal grant.
Qualifications and Exceptions. In addition to any assumptions and limitations set forth above, this opinion letter and all opinions rendered herein are subject to the following qualifications and exceptions, regardless of whether the opinions refer to such qualifications and exceptions:
Qualifications and Exceptions. The opinions hereinafter expressed are subject to the following further qualifications and exceptions:
(1) The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of landlords and creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences, equitable subordination, the rejection of leases and other executory contracts and the limitation of damages on account thereof.
(2) Limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Operative Agreements; and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable.
(3) The effect of statutes or judicial decisions rendering ineffective or limiting certain waivers or provisions contained in the Operative Agreements. However, in our opinion, subject to all other limitations set forth in this opinion, such statutes and decisions do not invalidate the Operative Agreements in their entirety, and will not prevent the Other Parties from enforcing FTCS's obligation to pay any accrued Basic Rent and Supplemental Rent and (a) provided the transaction is characterized by a court of competent jurisdiction as a lease to FTCS, and subject to the limitations expressed elsewhere in this opinion letter, such unenforceability will not preclude (i) an action for damages in accordance with applicable California law and (ii) the termination of the Lease upon a material breach by FTCS of a material covenant contained in the FTCS Documents; (b) provided the transaction is characterized by a court of competent jurisdiction as a loan to FTCS, and subject to the limitations expressed elsewhere in this opinion, such unenforceability will not preclude acceleration of the maturity of FTCS's obligation to pay the Termination Value, the Maximum Residual Guarantee Amount or the Maximum Amount pursuant to the FTCS Documents upon a material breach by FTCS of a material covenant contained in the FTCS Documents or, except as provided in Section 2924c of the California Civil Code, from exercising its remedy of foreclosure against any right, title and interest of FTCS in and to the Property described in the FTCS Deed of Trust following such acceleration, provided the rules and ...
Qualifications and Exceptions. The opinions set forth above are subject to the following qualifications and exceptions:
1. The opinions in Section III, Paragraph 1 above are limited in all respects to the Texas Business Organizations Code and to the extent such opinions relate to the existence and good standing of the Company in the State of Texas are based solely on the Organizational Documents, the Certificate of Fact as to the existence of the Company, dated _______________, 2012, issued by the Secretary of State of the State of Texas, and the Certificate of Account Status with respect to the Company, dated __________________, 2012, issued by the Comptroller of Public Accounts of the State of Texas.
2. The enforceability of each of the Seller Documents and the provisions thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights generally and by general principles of equity (including, without limitation, concepts of good faith and fair dealing), regardless of whether such enforcement is considered in a proceeding in equity or at law. Aly Energy Services, Inc. ______________________, 2012 With respect to our opinion set forth in Section III, Paragraph 2 above, we express no opinion with respect to the validity or enforceability of the following provisions to the extent that they are contained in the Seller Documents: (i) provisions purporting to release, exculpate, hold harmless, or exempt any person or entity from, or to require indemnification or contribution of or by any person or entity for, liability for (A) wrongful or negligent acts, (B) violations of law or (C) matters found to be contrary to any statute or public policy; (ii) provisions purporting to waive, subordinate or not give effect to rights to notice, demands, legal defenses or other rights or benefits that cannot be waived, subordinated or rendered ineffective under Applicable Law; (iii) provisions purporting to provide remedies or waive remedies inconsistent with Applicable Law; (iv) provisions purporting to render void and of no effect any transfers of the rights in any collateral in violation of the terms of the Seller Documents; (v) provisions relating to powers of attorney or severability; (vi) provisions restricting access to courts or purporting to affect the jurisdiction or venue of courts; (vii) provisions relating to waiver of jury trial; (viii) provisions purporting to e...
Qualifications and Exceptions. (1) Costs borne by other Federal grant agreements. Except as provided by Federal statute, a cost sharing or matching requirement may not be met by costs borne by another Federal grant. This prohibition does not apply to income earned by a grantee or subgrantee from a contract awarded under another Federal grant.
(2) General revenue sharing. For the purpose of this section, general revenue sharing funds distributed under 31 U.S.C. 6702 are not considered Federal grant funds.
(3) Cost or contributions counted towards other Federal costs¬-sharing requirements. Neither costs nor the values of third party in-kind contributions may count towards satisfying a cost sharing or matching requirement of a grant agreement if they have been or will be counted towards satisfying a cost sharing or matching requirement of another Federal grant agreement, a Federal procurement contract, or any other award of Federal funds.
Qualifications and Exceptions. The opinions hereinafter expressed are also subject to the following qualifications and exceptions:
4.1. We are members of the Luxembourg Bar and render no opinion on the laws of any jurisdiction other than the laws of Luxembourg and only under the laws of Luxembourg as they are currently in effect. The statements of this Opinion are valid under Luxembourg laws at the date of this Opinion, but as such are subject to changes. We assume no obligation to inform the interested parties to revise or supplement this letter should the current laws of Luxembourg be amended or replaced by legislative action, judicial decision or otherwise.
4.2. Words, phrases, as well as legal concepts, expressed in English in this letter have the meaning attributed to them by the Luxembourg language and Luxembourg law and should be read accordingly.
4.3. Our opinion is strictly limited to the content referred to hereafter and to the matters stated herein. It may not be read as extending by implication to any matters not specifically referred to.
4.4. For the purpose of this Opinion, the terms “law”, “laws”, “legislation”, “regulation” and all other similar terms refer exclusively to Luxembourg laws and regulations, unless provided to the contrary.
4.5. The expressions “valid”, “binding” and “enforceable” used in this letter mean that the obligations and/or agreements are of a type which courts of Luxembourg would consider as such. However, any specific case will be treated with regard to the actual facts and circumstances particular to this case and accordingly we express no opinion on the outcome of any legal dispute that may arise in connection with the Amended Pledge Agreement.
4.6. The expressions “duly incorporated” and “validly existing” used in this Opinion do not mean a wealthy financial situation.
4.7. We express no opinion on the opportunity of the Amended Pledge Agreement nor on the opportunity of the terms and conditions thereof, or on the accuracy of any statements of facts or opinions, or representation and warranties made herein, with the exception of the matters stated in section 4 hereof.
4.8. The opinion expressed herein may be affected or limited by the general defences available to a contracting party in respect of the validity and enforceability of agreements in general, amongst others, but not limited to fraud, lack of consent, duress, undue influence, material error, illegal consideration, uncertainty of the object, incapacity and force majeure.
4.9. Contract...
Qualifications and Exceptions. The opinions expressed in the opinion letter are qualified to the extent that the legality, validity, binding nature, enforceability or other effect of any provisions of the Transaction Documents or of any rights granted to any party pursuant to any of the Transaction Documents may be subject to and limited or affected by applicable bankruptcy (including but not limited to the avoidance provisions thereof), insolvency, reorganization, fraudulent transfer or conveyance, equitable subordination, moratorium or similar laws affecting the rights of creditors generally.
Qualifications and Exceptions. With respect to the opinions set forth in paragraph (1) of the opinion letter, we have based such opinions solely on a certificate issued by the Minnesota Secretary of State.
