Primary Lawyer Group means any lawyer in this firm (i) who signs this opinion letter, (ii) who is actively involved in negotiating or documenting the Loan Transaction or (iii) solely as to information relevant to a particular opinion or factual confirmation issue, who is primarily responsible for providing the response concerning the particular opinion or issue.
Primary Lawyer Group means X. Xxxxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxx and, solely as to information relevant to an opinion or confirmation issue, any other lawyer in this firm who is primarily responsible for providing the response concerning the particular issue. Except as may be expressly described herein, we have not undertaken any investigation to determine the existence or absence of facts and no inference as to our knowledge of the existence or absence of facts should be drawn from our serving as outside counsel for the Credit Parties. As to various factual matters that are material to our opinions set forth herein, we have relied on the representations and warranties of the Credit Parties set forth in the Documents and certificates executed by officers of the Credit Parties, including the certificate of Xxxxxxx X. Xxxxxxx, Senior Vice President - Administration, Secretary and General Counsel of Interface, dated as of the date hereof, a copy of which is attached hereto as Exhibit A, as well as on the statements contained in the various certificates described above, with respect to such factual matters. We also have relied on certificates of or telephone confirmations from public officials. We have not independently verified, nor do we assume any responsibility for, the factual accuracy or completeness of any such representations, warranties, statements or certificates. Moreover, our review of the Documents was conducted, and our opinions thereon are rendered, only as of the dates of execution, delivery and effectiveness the same as indicated hereinabove, and we have not undertaken any investigation to determine the continued existence or absence of any facts upon which such documents or opinions are predicated. We have assumed: (i) the genuineness of all signatures (other than signatures on behalf of the Credit Parties) on, and authenticity of, all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies; (ii) the due June 24, 2011 authorization, execution and delivery of all Documents by all parties thereto, other than the Domestic Credit Parties; and (iii) the due organization of Commercial Flooring Systems, Inc. (“Commercial Flooring”). We also have assumed that each of the Agents and Lenders has all requisite power and authority to enter into and perform its obligations under the Documents executed by it, that such Documents have been duly authorized, executed and delivered by such Lender ...
Primary Lawyer Group means all of the Primary Lawyers when there is more than one.
Examples of Primary Lawyer Group in a sentence
Freddie Mac form: As used in this opinion letter, “Actual Knowledge” means, without investigation, analysis, or review of court or other public records or our files or inquiry of persons, with respect to the undersigned law firm (“Opinion Giver”), the conscious awareness of facts or other information by the Primary Lawyer or Primary Lawyer Group.
In basing the opinions and other matters set forth herein on "our knowledge" or on facts "known to us," the words "our knowledge" or "known to us" shall mean the actual conscious awareness of facts or other information by members of the Primary Lawyer Group.
In the event the word “knowledge” is used in an opinion letter, a sample formulation follows:As used in this Opinion Letter, “Actual Knowledge” means, without investigation, analysis, or review of court or other public records or our files, or inquiry of persons, with respect to the undersigned law firm (the “Opinion Giver”), the conscious awareness of facts or other information by the Primary Lawyer or Primary Lawyer Group.
We do not assume any obligation to provide you with anysubsequent opinion or advice by reason of any fact that the Primary Lawyer Group did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason.
This concept of "Primary Lawyer" or "Primary Lawyer Group" can be extremely important, since it can limit the scope of knowledge and, accordingly, can affect the reasonableness of relying on certain information.In renderin g Opinion Letters which are not governed by the Accord, many firms limit various opinions to knowledge, which then is defined as the conscious awareness of specified lawyers withoutindependent investigation .
More Definitions of Primary Lawyer Group
Primary Lawyer Group means any lawyer in this firm (i) who signs this opinion letter, (ii) who is actively involved in negotiating or documenting the Transactions or (iii) solely as to information relevant to a particular opinion or factual confirmation issue, who is primarily responsible for providing the response concerning the particular opinion or issue. The opinions set forth herein are limited to matters governed by the General Corporation Law of the State of Delaware, the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. We note that the Transaction Documents provide that they are to be governed by the laws of New York. Our opinion in paragraph 4 as to the legality, validity, binding effect and enforceability of the Transaction Documents is intended to address the legality, validity, binding effect and enforceability of the Transaction Documents were they, notwithstanding such provision, governed by the laws of the State of North Carolina, and is not intended to address matters of New York law. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Company, the Transactions or both. Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that:
Primary Lawyer Group means those lawyers currently in our firm who have been responsible for representing and providing legal work for the Invesco Entities. Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
Primary Lawyer Group means those lawyers currently in our firm who have been responsible for representing and providing legal work for the Manager. Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
Primary Lawyer Group means that lawyer in Opinion Giver's organization who signs the Opinion Letter and, solely as to information relevant to an Opinion or confirmation issue, any lawyer in Opinion Giver's organization who is primarily responsible for providing the response concerning the particular issue.
Primary Lawyer Group means those lawyers currently in our firm who have been responsible for representing and providing legal work for the Company. Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
Primary Lawyer Group means those lawyers who provided substantial legal services to the Issuer and the Guarantor in connection with the transactions contemplated by the Purchase Agreement, including but not limited to the preparation of the Registration Statement, Prospectus and the General Disclosure Package, and those lawyers who devote substantive attention to the legal affairs of the Issuer and the Guarantor in substantive areas of the law that, in our judgment, are reasonably likely to bear upon the opinions or other statements expressed herein (including, for the avoidance of doubt, those lawyers that regularly advise the Issuer and the Guarantor on matters relating to U.S. federal securities laws). Although nothing has come to our attention that causes us to question the accuracy of the factual information known to us, we have not, except to the extent expressly set forth herein, undertaken any independent review or investigation to determine the existence or absence of such facts, and no inference as to our knowledge of such facts should be drawn from the fact of our representation of the Issuer and the Guarantor. Based on the foregoing, it is our opinion that:
Primary Lawyer Group means any lawyer currently in this firm who (i) signs this opinion on behalf of the firm or (ii) actively renders legal services in connection with negotiating, documenting or reviewing the transactions contemplated by the Registration Statement. In connection with delivering this opinion, the lawyers in the Primary Lawyer Group, with your consent, have not made any inquiry of other lawyers currently or formerly practicing law with this firm or any review of files maintained by this firm. In connection with each of the opinions expressed below, we have assumed that, at or prior to the time of delivery of any Security, (i) the Registration Statement has been declared effective and such effectiveness has not been terminated or rescinded, (ii) a Prospectus Supplement, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission describing each class or series of Securities offered thereby and any other matters required thereby and will comply with applicable law, (iii) the definitive terms of the issuance and sale of each class or series of Securities will have been duly established in accordance with the authorizing resolutions adopted by the Company’s Board of Directors (or an authorized committee thereof) and in conformity with the applicable Organizational Documents and applicable law (including (A) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (B) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 6 below shall have been duly completed and shall remain in full force and effect), (iv) upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under the Company’s Certificate of Incorporation and other relevant documents; (v) in the case of Debt Securities, the relevant trustee shall have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), a Statement of Eligibility of the Trustee on Form T-1 shall ...