Qualifications, Limitations and Exceptions Sample Clauses

Qualifications, Limitations and Exceptions. The opinions expressed above are subject to the following qualifications, limitations and exceptions. The validity and enforceability of the Transaction Documents may be limited by bankruptcy, insolvency, reorganization, rearrangement, moratorium, liquidation, and other similar laws now or hereafter in effect and affecting creditors’ rights generally, and by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies), regardless of whether such validity, binding effect and enforceability are considered in a proceeding in equity or at law. For purposes of this opinion letter, we have reviewed only those laws, rules and regulations that in our experience are normally applicable to transactions of the type described in the Transaction Documents and, to the extent relevant to any of our opinions, only those agreements, judgments and orders brought to our attention by the Company. We neither express nor imply any opinion regarding: (i) the validity or enforceability of any provision of any Transaction Document that purports to: (a) release a party from liability for its own negligence, or in cases where the party released is strictly liable, or to the extent that any such release provisions are inconsistent with public policy; (b) exclude all conflicts-of-law rules; (c) prohibit the non-written waiver or modification of any provision of any Transaction Document; (d) confer, waive or consent to the jurisdiction of any court; (e) waive the objection of inconvenient forum; (f) provide for severability and reformation or (g) restrict the ability of any Person to engage in any business or trade activities in competition with another Person; or (ii) the validity or enforceability of provisions relating to delay or omission of enforcement of rights or remedies. In rendering our opinions, we have made no independent investigation as to the accuracy or completeness of any representation, warranty, data or other information, written or oral, that may have been made by or on behalf of any party to the Transaction Documents. We have not made any examination of any accounting or financial matters, and we express no opinion with respect thereto. With respect to any opinion expressed herein that is qualified by the phrase “to our knowledge” or is otherwise qualified by words of like import, we are referri...