Reviewed Documents. With respect to our opinion in Paragraph 5(c), (i) we express no opinion as to any violation of a Reviewed Document not readily ascertainable from the face of the Reviewed Document or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Reviewed Document (or, as provided above, arising under a covenant of a financial or numerical nature or requiring computation) and (ii) notwithstanding any provision of any Reviewed Document, or any principle of choice of laws, that would specify that the law of any other state or jurisdiction governs any Reviewed Document, we have construed and applied each Reviewed Document as if it were governed by the laws of the Commonwealth of Virginia.
Reviewed Documents. The Credit Agreement.
Reviewed Documents. In our capacity as special counsel, we have examined the Indenture. All capitalized words used in this letter that are not otherwise defined herein shall have the meanings ascribed to them in the Indenture. In addition, we have also examined the following:
Reviewed Documents. With respect to our opinion in paragraph 4(c), any violation of a Reviewed Document not readily ascertainable from the face of any Reviewed Document or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Reviewed Document or arising under a covenant of a financial or numerical nature or requiring computation. The Administrative Agent and each of the Lenders May 29, 2003
Reviewed Documents. With respect to our opinion in Paragraph 5(c), (i) we express no opinion as to any violation of a Reviewed Document not readily ascertainable from the face of the Reviewed Document or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Reviewed Document (or, as provided above, arising under a covenant of a financial or numerical nature or requiring computation) and (ii) notwithstanding any provision of any Reviewed Document, or any principle of choice of laws, that would specify that the law of any other state or jurisdiction governs any Reviewed Document, we have construed and applied each Reviewed Document as if it were governed by the laws of the Commonwealth of Pennsylvania.
Reviewed Documents. In rendering the opinions expressed below, we have reviewed and examined originals or copies of the following (collectively, the “Reviewed Documents”):
1. The Purchase Agreement;
2. The Warrants;
3. The Registration Rights Agreement;
4. The Shareholder Agreement;
5. The Certificate of Designation, as filed with the Secretary of State of the State of Nevada on ________, 200_.
6. The Company’s Articles of Incorporation (the “Articles”) and Bylaws (“Bylaws”), each as amended to date;
7. A Certificate of Good Standing for the Company dated ___________, 200_ issued by the Nevada Secretary of State [DATE TO BE WITHIN 3 BUSINESS DAYS];
8. A Certificate dated the date hereof executed by Xxxxxx X. Xxxxxx, Xx., Chief Executive Officer of the Company, a copy of which is attached hereto (the “Officer’s Certificate”); and
9. Resolutions of the Board of Directors of the Company adopted at meetings convened on November 3, 2006 and ________, 2006 authorizing, among other things, (i) the execution and delivery of the Purchase Agreement, the Registration Rights Agreement and the Warrants, (ii) filing of the Certificate of Designation, and (iii) the performance of the transactions contemplated thereby, and the reservation of the Warrant Shares. The agreements listed in items 1-4 above are hereinafter referred to as the “Opined Agreements”.
Reviewed Documents. With respect to our opinion in paragraph 4(c), the Reviewed Documents will be enforced in accordance with their terms, and, if the law governing The Administrative Agent and each of the Lenders May 29, 2003 any Reviewed Document is the law of a state other than the State of New York, the law governing each such Reviewed Document would have the same effect as the law of the State of New York.
Reviewed Documents. In rendering the opinions expressed herein, we have reviewed and examined originals or copies of the following (collectively, the “Reviewed Documents”):
1. The Securities Purchase Agreement dated June 30, 2008, as amended by the First Amendment to Securities Purchase Agreement dated July 10, 2008 and by the Second Amendment to Securities Purchase Agreement dated November 13, 2009 (as so amended, the “Existing Agreement”), by and among the Company and the Purchaser (collectively, along with the Third Amendment, the Note and the Affirmation referred to below, the “Transaction Documents”);
2. The Third Amendment to Securities Purchase Agreement (the “Third Amendment”), dated as of the date hereof, by and among the Company and the Purchaser;
3. The Secured Senior Note by the Company in favor of the Purchaser, dated as of the date hereof, in the aggregate principal amount of $27,750,000 (the “Note”); Xxxxxx Xxxxxxxxx Capital Partners IV, L.P. December 23, 2010
4. The Acknowledgment and Affirmation of Subsidiary Guaranty and Subsidiary Collateral Documents, dated as of the date hereof, by the Company and certain of its subsidiaries in favor of the Purchaser (the “Affirmation”);
5. A copy of the Restated Articles of Incorporation of the Company, as amended (the “Articles”), certified as true and correct by the Secretary of the Company as of the date hereof;
6. A good standing certificate of the Company from the Secretary of State of the State of California, dated December 8, 2010 (the “Good Standing Certificate”);
7. The Bylaws of the Company (the “Bylaws”), certified by an officer of the Company as of the date hereof;
8. A unanimous written consent executed by the board of directors of the Company relating to the authorization, issuance and sale of the Shares and the Note and certain other actions to be taken in connection with the sale thereof and the Transaction Documents; and
9. An Officer’s Certificate of the Company dated as of the date hereof (the “Officer’s Certificate”), in the form attached hereto.
Reviewed Documents. With respect to our opinion in Paragraph 5(c), (i) we express no opinion as to any violation of a Reviewed Document not readily ascertainable from the face of the Reviewed Document or arising from any cross-default provision insofar as it relates to a default under an agreement that is not a Reviewed Document or arising under a covenant of a financial or numerical nature or requiring computation and (ii) notwithstanding any provision of any Reviewed Document, or any principle of choice of laws, that would specify that the law of any other state or jurisdiction governs any Reviewed Document, we have construed and applied each Reviewed Document as if it were governed by the laws of the State of New York.
Reviewed Documents. 2.1 For the purposes of giving this Opinion, we have examined electronic copies of the executed Transaction Documents (as defined below) as well as electronic copies of the Corporate Documents (as defined below):
(a) the Credit Agreement;
(b) the revolving loan note given by Foreign Subsidiary Borrower 1 vis-à-vis U.S. Bank National Association, dated as of the date hereof;
