The Deed of Tax Sample Clauses

The Deed of Tax. In our examination of the documents described above, we have assumed the genuineness of all signatures, the legal capacity of all legal and natural persons signatory to such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such latter documents. We have assumed that the Documents accurately describe and contain the mutual understanding of the parties as to all matters contained therein, and that no other agreements or understandings exist between the parties with respect to the Documents. Any reference herein to "our knowledge" or to any matter "known to us", "of which we are aware" or "coming to our attention" or any variation of any of the foregoing shall mean the actual knowledge of the solicitors in this firm who have rendered substantive attention to this transaction of the existence or absence of any facts which would contradict our opinions set forth below. We have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Company and the Company Stockholders. Without limiting the foregoing, with respect to our opinions in paragraphs 5 and 6 below, we have not conducted a search of any computer or electronic data bases, or of the dockets of any court or administrative or other regulatory agency. For the purposes of this opinion, we have assumed that the Agreement has been duly authorised, executed and delivered by the Buyer, that the Buyer has the legal capacity and all requisite power and authority to effect the transactions contemplated by the Agreement and that the Agreement is the valid, binding and enforceable obligation of the Buyer, enforceable against them in accordance with the terms. We are expressing no opinion herein as to the application of or compliance with any federal, state or local law or regulation relating to the power, authority or competence of the Buyer. Our opinions expressed in paragraphs 1, 3 and 4 below, insofar as they relate to the due organisation, legal existence and corporate standing of the Company, are based solely on the certificates referred to above, are rendered as of the respective dates thereof, and are limited accordingly. The opinions hereinafter expressed a...