Scope and purpose of the opinion Sample Clauses

Scope and purpose of the opinion. This opinion is confined to matters of English law (as applied by the English courts) in force as at today’s date. We express no opinion on the laws of any other jurisdiction or on matters of taxation in the United Kingdom. We express no opinion as to the effect of events occurring, circumstances arising or changes of law becoming effective or occurring, after today’s date on the matters addressed in this opinion letter, and we assume no responsibility to inform you of additional or changed facts, or changes in law, of which we may become aware. This opinion is given on the basis of the assumptions set out in paragraph 3 and is subject to the qualifications set out in paragraph 5. We provide this opinion solely for your benefit and solely for the purpose of the Financing Documents. It may not be relied on for any other purpose or by any other person, and this opinion should not be shown to anyone else without our prior written consent. However, a copy of this opinion may be provided to (and relied upon by) future holders of the Notes acquired in accordance with the terms of the Note Purchase Agreement, and may be delivered and disclosed to (but not relied upon by) the National Association of Insurance Commissioners of the United States of America, in each case subject to the same restrictions. This opinion is governed by English law and any action or proceeding based on the opinion is subject to the exclusive jurisdiction of the English courts.
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Scope and purpose of the opinion. This opinion is confined to matters of English law (as applied by the English courts) as at today’s date. I express no opinion on the laws of any other jurisdiction or on the laws of the European Union as they affect any jurisdiction other than England. I have made such examination of the laws of England as in my judgement is necessary for the purposes of this opinion. I do not, however, purport to be qualified to pass upon, and express no opinion herein as to, the laws of any jurisdiction other than those of England.
Sample 1
Scope and purpose of the opinion. This opinion is confined to matters of English law (as applied by the English courts) as at today’s date. We express no opinion on the laws of any other jurisdiction or on the laws of the European Union as they affect any jurisdiction other than England. This opinion is given on the basis of the assumptions set out in Schedule 2 (Assumptions) and is subject to the qualifications set out in Schedule 3 (Qualifications). This opinion is addressed to and is solely for the benefit of the addressees in relation to the Arrangements and, except with our prior written consent, is not to be:
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Related to Scope and purpose of the opinion

  • Purpose of the Agreement The purpose of this Agreement is to advance the interests of the Company by providing the Executive with an assurance of equitable treatment, in terms of compensation and economic security, in the event of an acquisition or other Change in Control of the Company. An assurance of equitable treatment will enable the Executive to maintain productivity and focus during a period of significant uncertainty that is inherent in an acquisition or other Change in Control. Further, the Company believes that agreements of this kind will aid it in attracting and retaining the highly qualified, high performing professionals who are essential to its success.

  • Purpose of Consultation Procedure The purpose of the consultation procedure is to endeavor to resolve any failure to meet the provisions of the Service Level Agreement. If a consultation occurs under this Section V, all parties must negotiate in good faith to endeavor to:

  • Purpose of Company The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary or incidental thereto.

  • Formation and Purpose Promptly following the Effective Date, the Parties shall confer and then create the Committees listed in the chart below, each of which shall have the purpose indicated in the chart. To the extent that after conferring both Parties agree that a given Committee need not be created until a later date, the Parties may agree to defer the creation of the Committee until one Party informs the other Party of its then desire to create the so-deferred Committee, at which point the Parties will thereafter promptly create the so-deferred Committee and schedule a meeting of such Committee within one (1) month. Committee Purpose Joint Steering Committee (“JSC”) Establish projects for the Fibroblast Program and establish the priorities, as well as approve budgets for such projects. Approve all subcommittee projects and plans. The JSC shall establish budgets not less than on a quarterly basis. Chemistry, Manufacturing and Controls Committee (“CMCC”) Establish project plans and review and approve activities and budgets for chemistry, manufacturing, and controls under the Fibroblast Program. Clinical/Regulatory Committee (“CRC”) Review and approve all research and development plans, clinical projects and publications, and regulatory filings and correspondence under the Fibroblast Program; review and approve itemized budgets with respect to the foregoing. Commercialization Committee (“CC”) Establish project plans and review and approve activities and budgets for Commercialization activities under the Fibroblast Program. Intellectual Property Committee (“IPC”) Evaluate intellectual property issues in connection with the Fibroblast Program; review and approve itemized budgets with respect to the foregoing. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

  • Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

  • Purpose of Agreement I understand that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the Company to preserve and protect its “Proprietary Information” (as defined in Section 7 below), its rights in “Inventions” (as defined in Section 2 below) and in all related intellectual property rights. Accordingly, I am entering into this Employee Invention Assignment and Confidentiality Agreement (this “Agreement”) as a condition of my employment with the Company, whether or not I am expected to create inventions of value for the Company.

  • STATEMENT OF PURPOSE The Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Parties and Purpose This agreement (the “Agreement”) is entered by and between certain portfolios and classes thereof, specified below and in Schedule C, of Franklin Xxxxxxxxx Variable Insurance Products Trust, an open-end management investment company organized as a statutory trust under Delaware law (the “Trust”), Franklin/Xxxxxxxxx Distributors, Inc., a California corporation which is the principal underwriter for the Trust (the “Underwriter,” and together with the Trust, “we” or “us”), the insurance company identified on Schedule A (together “you”) and your distributor, on your own behalf and on behalf of each segregated asset account maintained by you that is listed on Schedule B, as that schedule may be amended from time to time (“Account” or “Accounts”). The purpose of this Agreement is to entitle you, on behalf of the Accounts, to purchase the shares, and classes of shares, of portfolios of the Trust (“Portfolios”) that are identified on Schedule C, consistent with the terms of the prospectuses of the Portfolios, solely for the purpose of funding benefits of your variable life insurance policies or variable annuity contracts (“Contracts”) that are identified on Schedule D. This Agreement does not authorize any other purchases or redemptions of shares of the Trust.

  • Recognition of U.S. Special Resolution Regimes (i) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

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