Referenced Provision Qualification. Each opinion regarding the validity, binding effect, or enforceability of a provision (the “First Provision”) in any of the Credit Documents requiring any party to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (the “Second Provision”) of any Credit Document, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect, and enforceability of such Second Provision.
Referenced Provision Qualification. In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision in any of the Transaction Agreements requiring any Credit Party to perform its obligations under, or to cause any other person to perform its obligations under, any provision (a “Referenced Provision”) of such Transaction Agreement or of any of the other Transaction Agreements or stating that any action will be taken as provided in or in accordance with any provision (also a “Referenced Provision”) of any other Transaction Agreement, are subject to the same qualifications as the corresponding opinion in our opinion letter relating to the validity, binding effect and enforceability of such Referenced Provision.
Referenced Provision Qualification. Each provision (the “First Provision”) in the Credit Agreement requiring the Borrower to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (the “Second Provision”) of the Credit Agreement, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Second Provision.
Referenced Provision Qualification. In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision in any of the Transaction Documents requiring any Issuer to perform its obligations under, or to cause any other person to perform its obligations under, any provision (a "Referenced Provision") of such Transaction Document or of any of the other Transaction Documents or stating that any action will be taken as provided in or in accordance with any provision (also a "Referenced Provision") of any other Transaction Document, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Referenced Provision. Requirements in the Transaction Documents that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision.
Referenced Provision Qualification. (i) Each opinion regarding the validity, binding effect or enforceability of a provision (the “First Provision”) in any of the Transaction Documents requiring any of the Transaction Parties to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (the “Second Provision”) of any Transaction Document, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Second Provision.
(ii) Each opinion regarding the validity, binding effect or enforceability of a provision in the Transaction Documents requiring a Transaction Party to perform its obligations under, or to cause any other person to perform its obligations under, or stating that any action will be taken as provided in or in accordance with, any agreement or other document that is not a Transaction Document, is subject to the assumption that such other agreement or document is valid, binding, and enforceable against such Transaction Party in accordance with its terms, and is not unlawful or contrary to public policy.
Referenced Provision Qualification. Each opinion regarding the validity, binding effect or enforceability of a provision (the “First Provision”) in the Operative Documents requiring any Credit Party to perform its obligations under, or to cause any other Person to perform its obligations under, any other provision (the “Second Provision”) of any Operative Document, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Second Provision. Requirements in the Operative Documents that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision.
Referenced Provision Qualification. In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision in any of the Transaction Agreements requiring the Company to perform its obligations under, or to cause any other Person to perform its obligations under, any provision (a "Referenced Provision") of such Transaction Agreement or of any of the other Transaction Agreements or stating that any action will be taken as provided in or in accordance with any provision (also a "Referenced Provision") of any other Transaction Agreement, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Referenced Provision. Requirements in the Transaction Agreements that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision. Schedule B Assumptions For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:
1. The Company has the requisite title and rights to any property involved in the transactions effected under the Transaction Agreements (herein called the "Transactions").
2. Each of you is existing and in good standing in your jurisdiction of organization.
3. The Credit Agreement constitutes valid and binding obligations of yours and is enforceable against you in accordance with its terms (subject to qualifications, exclusions and other limitations similar to those applicable to our letter).
4. You have satisfied those legal requirements that are applicable to you to the extent necessary to entitle you to enforce the Transaction Agreements against the Company.
Referenced Provision Qualification. Each opinion regarding the validity, binding effect or enforceability of a provision (the "FIRST PROVISION") in any of the Transaction Documents requiring any party to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (the "SECOND PROVISION") of any Transaction Document, or stating that any action will be taken as provided in or in accordance with any such Second Provision, are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Second Provision. Requirements in the Transaction Documents that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision.
Referenced Provision Qualification. In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision of the Transaction Agreement requiring GenDerm to perform its obligations under, or to cause any other person to perform its obligations under, any other provision (a "Referenced Provision") of the Transaction Agreement are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Referenced Provision. Requirements in the Transaction Agreement that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision. For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:
1. The Transaction Agreement constitutes valid and binding obligations of each of the parties thereto other than GenDerm (collectively, the "Non-GenDerm Parties") and is enforceable against each of the Non-GenDerm Parties in accordance with its terms.
Referenced Provision Qualification. In addition, our opinions, insofar as they relate to the validity, binding effect or enforceability of a provision in the Put Agreement requiring CVC to perform its obligations under, or to cause any other person to perform its obligations under, any provision (a "Referenced Provision") of such Put Agreement are subject to the same qualifications as the corresponding opinion in this letter relating to the validity, binding effect and enforceability of such Referenced Provision. Requirements in the Put Agreement that provisions therein may only be waived or amended in writing may not be enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any such provision. Schedule B Assumptions For purposes of our letter, we have relied, without investigation, upon each of the following assumptions:
