Opinion Documents means the Tax Opinion and representation letters referred to therein.
Opinion Documents means the Indenture, the Registration Statement and the Prospectus.
Examples of Opinion Documents in a sentence
The opinions given in this Opinion Letter are given on the basis of our understanding of the terms of the Opinion Documents and the assumptions set out in Schedule 3 (Assumptions) and are subject to the reservations set out in Schedule 4 (Reservations) to this Opinion Letter.
All acts, conditions or things required to be fulfilled, performed or effected in connection with the Opinion Documents under the laws of any jurisdiction other than Belgium have been duly fulfilled, performed and effected.
In any proceedings taken in Belgium in relation to the Opinion Documents no Belgian Guarantor will be entitled to claim immunity from suit or enforcement.
We express no opinion as to any liability to tax which may arise or be suffered as a result of or in connection with the Opinion Documents or the Transaction.
Save for those listed in Schedule 2 (Documents and Enquiries), there is no other agreement, instrument or other arrangement between any of the parties to any of the Opinion Documents which modifies or supersedes any of the Opinion Documents.
More Definitions of Opinion Documents
Opinion Documents means the documents described in clauses (a) and (b) above, and (ii) “Applicable Law” means, collectively, any Federal law of the United States, any law of the State of New York and any rule or regulation thereunder that, in each case, in our experience, is customarily recognized to apply to transactions of the kind contemplated by the Opinion Documents (excluding, for example, any law, rule or regulations relating to (1) pollution or protection of the environment, (2) labor, employee rights and benefits of occupational safety and health, (3) utility regulation, (4) except in connection with our opinions in paragraphs (3) and (4) below, securities laws, (5) antitrust laws, (6) tax laws, rules or regulations, (7) maritime laws and (8) any law, rule, regulation, ordinance, code or similar provision of law of any country, municipality, or similar political subdivision or any agency or instrumentality thereof, without our having made any special investigation as to the applicability of any specific law, rule or regulation). In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon representations made in or pursuant to the Opinion Documents or representations and certifications by officers and representatives of the Borrower and other appropriate persons. We have also assumed (i) that each of the Opinion Documents has been duly authorized, executed and delivered by all of the parties thereto, that all signatories thereto have been duly authorized and that all such parties are duly organized and validly existing and have the power and authority (corporate or limited liability company or other) to execute, deliver and perform the same, (ii) (except, to the extent set forth below, as to the Borrower) that each of the Opinion Documents constitutes a legal, valid, binding and enforceable obligation of all of the parties thereto and (iii) that all authorizations, approvals or consents of (including without limitation all foreign exchange controls), and all filings or registrations with, any governmental or regulatory authority or agency of Argentina (including the central bank of Argentina) required for the making and performance by the Borrower of the Opinion Documents have been obtained or made and are in effect. In add...
Opinion Documents means (i) the Spin-Off Opinion, (ii) the officer’s certificates issued by Distributing and Controlled to Xxxxxxxx & Xxxxxx LLP in connection with the Spin-Off Opinion and (iii) all other documents provided by Distributing and Controlled to Xxxxxxxx & Knight LLP and on which Xxxxxxxx & Xxxxxx LLP relied in issuing the Spin-Off Opinion.
Opinion Documents means (A) the Credit Agreement, (B) the Subsidiary Guarantee Agreement, (C) the Security Agreement and (D) the UCC Financing Statements (as defined below), (ii) “New York UCC” means the Uniform Commercial Code as in effect in the State of New York, and (iii) “Applicable Law” means those laws, rules, and regulations of the State of New York and of the United States of America as in effect on the date hereof which in our experience are normally applicable to the Opinion Parties and to transactions of the type provided for in the Opinion Documents and of the Uniform Commercial Code as in effect in the State of Delaware (the “Delaware UCC”); provided, however, that Applicable Law does not include (i) except with respect to our opinions in paragraphs 4 and 5 below, any federal or state securities, commodities, insurance, or investment company laws and regulations; (ii) any federal or state labor, pension, or other employee benefit laws and regulations; (iii) any federal or state antitrust, trade or unfair competition laws and regulations; (iv) any federal or state laws and regulations relating to the environment, safety, health, or other similar matters; (v) building, zoning, land use and subdivision laws and regulations; (vi) any federal or state tax laws or regulations; and (vii) any federal or state laws or regulations relating to copyrights, patents, trademarks, or other intellectual property. In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed necessary for the purposes of such opinions. We have examined an executed copy of the Opinion Documents. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, representations and warranties contained in the Opinion Documents and certificates and oral or written statements and other information of or from representatives of the Opinion Parties and others and assumed compliance on the part of the Opinion Parties with its covenants and agreements contained therein. Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein,...
Opinion Documents means the documents specified in Schedule 4;
Opinion Documents means the Amendment, the Amended Credit Agreement, the Amended Local Currency Addendum and the Amended Japan Local Currency Addendum. In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the parties executing such documents, and the conformity to the originals of all such documents submitted to us as copies. We have relied upon, and assumed the accuracy of, all such certificates and representations, documents and records and the representations and warranties made by the Borrowers in the Opinion Documents, in each case with respect to the factual matters set forth therein. In rendering the opinions set forth herein, we have also assumed that:
Opinion Documents means (i) the Spin-Off Opinion, (ii) the representation letters issued by Pharmacopeia and PDD to Dechert LLP in connection with the Spin-Off Opinion and (iii) all other documents provided by Pharmacopeia and PDD to Dechert LLP and on which Dechert LLP relied in issuing the Spin-Off Opinion
Opinion Documents. As used in this letter, the “California UCC” shall mean the Uniform Commercial Code as now in effect in the State of California, “Illinois UCC” shall mean the Uniform Commercial Code as now in effect in the State of Illinois, “New York UCC” shall mean the Uniform Commercial Code as now in effect in the State of New York and “Texas UCC” shall mean the Uniform Commercial Code as now in effect in the State of Texas. As used in this letter, “Applicable UCC” shall mean the California UCC and/or the Delaware UCC (as defined below) and/or the Illinois UCC and/or the New York UCC and/or the Texas UCC, as applicable. Except as otherwise stated herein, as to factual matters, we have, with your consent, relied upon the foregoing and upon oral or written statements and representations of officers and other representatives of the Loan Parties and others, including the representations and warranties of the Loan Parties in the Loan Documents. We have not independently verified such factual matters. Except as otherwise stated herein, we are opining as to the effect on the subject transaction only of (A) the federal laws of the United States; (B) the internal laws of the State of New York; (C) with respect to numbered paragraphs 1(a), 2(a), 3(a), 4 and 5 of this letter, the Delaware General Corporation Law (the “DGCL”) or the Delaware Limited Liability Company Act (“DLLCA”); (D) with respect to numbered paragraphs 1(b), 3(a), 4(a) and 5 of this letter, the California Corporations Code (the “CCC”); (E) with respect to numbered paragraphs 1(c), 3(a), 4(a) and 5 of this letter, the Illinois Business Corporation Act (the “IBCA”); (F) with respect to numbered paragraphs 1(e), 3(a), 4(a) and 5 of this letter, the Texas Business Organizations Code (the “TBOC”); (G) with respect to numbered paragraph 8(b) of this letter, the California UCC; (H) with respect to numbered paragraph 8(a) of this letter, the Delaware UCC (as defined below); (I) with respect to numbered paragraph 8(c) of this letter, the Illinois UCC; (J) with respect to numbered paragraphs 7, 8(d) and 9 of this letter, the New York UCC; and (K) with respect to numbered paragraph 8(e) of this letter, the Texas UCC and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. With your permission, we have based our opinio...