Reservations and qualifications Sample Clauses

Reservations and qualifications. 3.1 The opinions expressed in this opinion letter are subject to the following reservations and qualifications:
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Reservations and qualifications. (1) Any Government which deposits an instrument of ratification or a notification of approval or an instrument of accession to the present Agreement other than in accordance with the terms of its invitation or subject to any other reservation or qualification shall not be deemed to be a Party to the Agreement until such reservation or qualification has been withdrawn or has been accepted by all the Parties thereto. (2) Any notification given under Article 37 subject to a reservation or qualification shall not take effect until such qualification or reservation has been withdrawn or has been accepted by all the Parties to the present Agreement.
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Reservations and qualifications. This opinion is subject to the following qualifications: (a) A certificate, documentation, notification, opinion or the like might be held by the English Courts not to be conclusive if it can be shown to have an unreasonable or arbitrary basis or in the event of a manifest error. (b) The English Courts may have discretion as to the enforceability of certain terms of restrictive covenants. This Opinion is addressed to and is for the benefit solely of Zitel Limited and Zitel Corporation in connection with the transactions contemplated by the agreement. This Opinion may not be relied on by any other person for any other purpose, nor may it be disclosed to any other person (other than as may be required by any regulatory authority for the time being having jurisdiction over Zitel Limited and Zitel Corporation) without our prior written consent. Yours faithfully, /s/ XxxXxxxxx Xxxxx XxxXxxxxx Xxxxx
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Reservations and qualifications. All searches referred to in Schedules 1 and 2 to this Opinion Letter were conducted not by us but by the relevant agencies at our request.
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Reservations and qualifications. The above opinion is qualified as follows:
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Reservations and qualifications. This opinion is subject to the following qualifications: (a) a certificate, documentation, notification, opinion or the like might be held by the English courts not to be conclusive if it can be shown to have an unreasonable or arbitrary basis or in the event of a manifest error. (b) the English Courts may have discretion as to the enforceability of certain terms of restrictive covenants. This opinion is addressed to and is for the benefit solely of Xxxxxx & Xxxx Systems Limited in connection with the transactions contemplated by the Agreement. This opinion may not be relied on by any other person for any other purpose, nor may it be disclosed to any other person, (other than as may be required by any regulatory authority for the time being having jurisdiction overPalmer & Xxxx Systems Limited) without our prior written consent. Yours faithfully, /s/ Xxxxx X. Xxxx /s/ illegible XXXXXX XXXXXXX XXXXXXX ---------------------- THE COMPANIES XXX 0000 Company No. 3382824 The Registrar of Companies for England and Wales hereby certifies that ZITEL LIMITED (ORIGINALLY CALLED WESTCHURCH SERVICES LIMITED WHICH NAME WAS CHANGED BY SPECIAL RESOLUTION ON 24TH JUNE 1997 TO ZITEL LIMITED) WAS INCORPORATED UNDER THE COMPANIES ACT 1985 AS A LIMITED COMPANY ON 6TH JUNE 1997. ACCORDING TO THE DOCUMENTS ON THE FILE OF THE COMPANY IN THE CUSTODY OF THE REGISTRAR OF COMPANIES, THE COMPANY HAS BEEN IN CONTINUOUS AND UNBROKEN EXISTENCE SINCE THE DATE OF ITS INCORPORATION. NO ACTION IS CURRENTLY BEING TAKEN BY THE REGISTRAR OF COMPANIES FOR STRIKING THE COMPANY OFF THE REGISTER AND DISSOLVING IT AS DEFUNCT, AND AS FAR AS THE REGISTRAR IS AWARE:- A) THE COMPANY IS NOT M LIQUIDATION OR SUBJECT TO AN ADMINISTRATION ORDER, AND B) NO RECEIVER OR MANAGER OF THE COMPANY'S PROPERTY HAS BEEN APPOINTED.***************************************** Given at Companies House, Cardiff, the 27th June 1997 /s/ X. X. Mayor MRS. X.X. MAYOR for the Registrar of Companies 21337157 Exhibit H [XXXXXX GODWARD LLP LETTERHEAD] June 30, 1997 Xxxxxx & Xxxx Systems Ltd. Moebius Business Training Ltd. XXXX X. XXXXXXX Fountain House, Cleave Road 000 000-0000 Surrey KT22 7LX xxxxxxxxx@xxxxxx.xxx United Kingdom Ladies and Gentlemen:
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Reservations and qualifications. This Opinion Letter is given subject to the following reservations and qualifications: (a) The opinions in this Opinion Letter are given solely on the basis of a review of the Documents and the applicable law with regard to the matters specified herein. The opinions are given only in respect of the laws of Ireland in effect as of the date of this Opinion Letter and as to the facts and circumstances as stated herein in existence at such date and this Opinion Letter is not to be taken as expressing any opinion with regard to any matter governed by the laws of any jurisdiction other than Ireland. (b) For the purpose of the opinions given in Clause 3 (a) that the Companies are duly incorporated and validly existing under the laws of Ireland, we have relied solely upon the Searches which did not disclose that any steps have been taken to appoint a receiver or examiner of any of the Companies or over any of their assets or to liquidate any of them or wind any of them up or in any other manner to terminate their legal existence. It should be noted that the records held by the Companies Registration Office may not necessarily be up to date or relevant filings may not have been made and, as a consequence, this may affect the results or accuracy of any searches in those offices. (c) The terms “binding” and/or “enforceable” as used in this Opinion Letter (whether separately or in conjunction with one another) mean that the obligations are of a type which the Irish courts generally enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms or that any particular remedy will be available. In particular (without limitation): (i) enforcement may be limited by laws from time to time relating to bankruptcy, insolvency, liquidation, receivership, re-organisation, moratoria, court schemes, court protection, (including, without limitation, the provisions of the Companies Acts 1963-2003 relating to the appointment of an examiner), preferential creditors, fraudulent preference, limitation of action and laws of general application relating to or affecting the rights of creditors; (ii) claims may be or become the subject of set-off or counterclaim; (iii) enforcement may be limited by the doctrines of good faith and fair dealings and by general principles of equity - for example specific performance and other equitable remedies are discretionary and may not be available where damages are considered by the court...
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Reservations and qualifications. The opinions expressed herein are subject to the following reservations and qualifications: (a) We are members of The Law Society of British Columbia and are neither admitted to practice in nor expert on the laws of any other jurisdiction. These opinions are rendered solely with respect to the laws of the Province of British Columbia and the federal laws of Canada applicable therein as of the date of this opinion (collectively, the “BC Laws”); (b) The validity, enforceability and binding nature of the Documents may be limited by the application of bankruptcy, insolvency, liquidation, reorganization, moratorium and other laws of general application relating to or affecting the right, powers, privileges, remedies and/or interests of creditors generally; (c) The enforcement of the Documents is subject to and may be limited by general principles of equity; (d) To the extent that any of the assets secured under the Canadian Security Documents are or may constitute fixtures as defined in the Personal Property Security Act (British Columbia) (the “PPSA”), the Lender’s security in those fixtures may be subordinate to the interest of a person who acquires an interest in the real property to which those fixtures are affixed before registration by the Administrative Agent and Lenders of a fixtures notice pursuant to the PPSA; (e) The Indentures (as defined in the Credit Agreement) are governed by the laws of the State of New York and certain of the agreements listed in Schedule 3.13 of the Credit Agreement are also governed by foreign law. Insofar as the opinions expressed in paragraph 9 are concerned, we have construed the Indentures (as defined in the Credit Agreement) and such agreements in accordance with their ordinary and grammatical meaning and have assumed that the provisions of such Indentures (as defined in the Credit Agreement) and such agreements would be construed under the foreign laws in the same manner as they would be construed under the laws of the Province of British Columbia if each of the Indentures (as defined in the Credit Agreement) and the agreements were governed by the laws of the Province of British Columbia; (f) We express no opinion with respect to the laws of any other jurisdiction to the extent that those laws may govern the validity, effect of perfection or non-perfection or enforcement of the security interest created by the Canadian Security Documents as a result of the application of the conflict of laws rules of the Province of Br...
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Related to Reservations and qualifications

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) The only Subsidiaries of each Borrower are listed on Schedule 5.2(b).

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Number, Tenure and Qualifications The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Incorporation and Qualification The Company has been duly organized and is validly existing as a Corporation and in good standing under the laws of the State of Colorado with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

  • Existence and Qualification; Power; Compliance With Laws Borrower is a corporation duly formed, validly existing and in good standing under the Laws of the State of California. Borrower is duly qualified or registered to transact business and is in good standing in the State of California, and each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing could not reasonably be expected to have a Material Adverse Effect. Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive offices of Borrower are located in San Dimas, California. All outstanding capital stock of Borrower is duly authorized, validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities or other Laws. Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to comply with Laws and other legal requirements applicable to its business, obtain authorizations, etc., file, register, qualify or obtain exemptions could not reasonably be expected to have a Material Adverse Effect.

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