known to me definition

known to me means that, during the course of my employment in connection with the affairs of IndyMac and with respect to the Agreement, no information has come to my attention that gives me actual knowledge of the existence or absence of the matters, actions, proceedings, orders, items, indentures, agreements, documents or facts so qualified. However, I have not undertaken any independent investigation or inquiry to determine the existence of such matters, actions, proceedings, orders, items, indentures, agreements, documents or facts and no inference as to my knowledge thereof shall be drawn from the fact of my employment by any entity. As used in this paragraph, the term "actual knowledge" means conscious awareness. I express no opinion as to the effect of federal or state anti-trust laws or other state or federal laws governing restraints of trade or unfair competition, or the effect of federal or state securities, tax, labor or environmental laws on the Agreement or any transaction contemplated thereby. Although I do not believe that the provisions of the Agreement designating the governing law thereof affect the opinions rendered herein, I note that the Agreement, by its terms, is governed by the laws of the State of New York. I express no opinion as to the effect of such governing law provisions, and I assume for purposes of this opinion that the substantive provisions of New York law (if applicable) are identical to [State of Admission] law, without regard to its conflict of law principles. I am admitted to practice in the State of [State of Admission], and, except as set forth below, I render no opinion herein as to matters involving the laws of any jurisdiction other than the State of [State of Admission]and the federal laws of the United States of America. This opinion is limited to such laws as they presently exist, to present judicial interpretations thereof and to the facts as they presently exist or are contemplated by the agreements referred to herein. In rendering this opinion, I assume no obligation to revise or supplement this opinion should the present laws of the jurisdictions mentioned herein be changed by legislative actions, judicial decisions or otherwise. This opinion is rendered as of the date hereof, and I express no opinion as to, and disclaim any undertaking or obligation to update this opinion in respect of, changes of circumstances or events that occur subsequent to this date. This opinion is furnished to you in connection with the Agree...
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known to me or words of similar import means my actual knowledge, without investigation or inquiry other than as set forth in this opinion. Without limiting the generality of the foregoing, please be advised that in connection with my opinion set forth in Paragraph 6, I have not conducted searches of the dockets of any jurisdiction to determine the existence of any actions or proceedings, and no such search should be inferred. In connection with my opinions, I have assumed: a. All natural persons executing documents have sufficient capacity to do so; b. Other than with respect to Xxxxxxxx and the Guarantors, in each case below, each of the Loan Documents has been duly authorized, executed and delivered on behalf of each of the parties thereto, is the valid and binding obligation of each such party, and is enforceable against each such party in accordance with its terms; c. That all original documents reviewed by me are accurate and complete and that all documents reviewed by me as copies conform in all respects to authentic original documents and that there has been no change to any of the Loan Documents; d. All books and records of Xxxxxxxx and the Guarantors that I have reviewed are accurate and complete; e. That all signatures other than the signature of Xxxxxxxx and the Guarantors are genuine; f. That all parties other than Borrower and the Guarantors have, and at all material times have had, full power and authority to execute, deliver and perform each of the Loan Documents to which they are parties; g. That execution and delivery of the Loan Documents by all parties thereto other than Borrower and the Guarantors do not violate provisions of statutory law or regulation applicable to such parties or constitute a breach or default under any other agreements or court orders to which such parties may be subject; h. That there has not been any mutual mistake of fact or misunderstanding, or any fraud, duress, or undue influence; i. That all parties have complied with any requirements of good faith, fair dealing or conscionability, and have no notice of any defense against the enforcement of the rights created by the transactions effected by or permitted under the Loan Documents; 2
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known to me or similar phrases means my actual knowledge, which means conscious awareness of facts or other information in accordance with the Legal Opinion Accord of the Section of Business Law of the American Bar Association.
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Related to known to me

  • Statement of Additional Information means, respectively, the form of prospectus and statement of additional information with respect to the Fund filed by the Investment Company as part of the Registration Statement, or as they may be amended or supplemented from time to time.

  • Security Held or to be Acquired means any Security or any equivalent Security which, within the most recent 15 days: (1) is or has been held by the Fund; or (2) is being considered by the Fund or its investment adviser for purchase by the Fund.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Trauma-informed care means services that are based on an understanding of the vulnerabilities or triggers of those who have experienced violence, that recognize the role violence has played in the lives of those individuals, that are supportive of recovery, and that avoid retraumatization including trauma-focused services and trauma-specific treatment.

  • Environmental information means any information in written, visual, aural, electronic or any other material form on:

  • Environmental Information Regulations means the Environmental Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations.

  • Additional Xxxx of Sale means each document, in the form of Attachment D hereto, executed by an authorized officer of VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the list and certain terms of (a) Additional Loans offered by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding and accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding, including the Additional Loans Purchase Price for the Additional Loans being sold thereunder or (b) Substituted Loans substituted by VL Funding and (ii) sell, assign and convey to Funding and the Interim Eligible Lender Trustee, for the benefit of Funding, and their assignees, all right, title and interest of VL Funding and of the VL Funding Eligible Lender Trustee on behalf of VL Funding in the Additional Loans or Substituted Loans, as applicable, listed on the related Additional Xxxx of Sale and (iii) certify that the representations and warranties made by VL Funding and the VL Funding Eligible Lender Trustee on behalf of VL Funding pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as set forth in Section 5(D) are true and correct.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Seller Information As defined in Subsection 34.04(a).

  • Responsible Authority means any of the following: -

  • Additional Representation has the meaning specified in Section 3.

  • Certification Practice Statement means a statement issued by a Certifying Authority to specify the practices that the Certifying Authority employs in issuing Digital Signature Certificates;

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Certification Regarding Venue" Terms with TIPS Members Vendor agrees that if any "Venue" provision is included in any sales agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution is shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes Certification Regarding "Automatic Renewal" Terms with TIPS Members Vendor agrees that no TIPS Sale may incorporate an "Automatic Renewal" clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing a Supplemental Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes Certification Regarding "Indemnity" Terms with TIPS Members Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes Certification Regarding "Arbitration" Terms with TIPS Members Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member, that clause provides for only voluntary and non-binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Arbitration” clause that conflicts with these terms is rendered void and unenforceable. If Vendor disagrees, after this solicitation legally closes and TIPS begins evaluating Vendor's file, TIPS will provide Vendor with a draft Word Document version of the Vendor Agreement and will be instructed to include all requested negotiations as redline edits for TIPS consideration. Does Vendor agree? Yes

  • Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

  • As is where is basis means License of the said commercial advertisement space including all equipment, installations, fittings and fixtures is given on ‘as is where is basis’. The Licensee may make additions or alterations in the licensed space, carry out various installations including electric installations and wiring, with the prior permission of DMRC in writing at its own cost. Licensee shall not be entitled for any compensation with regard to additions carried out by them in the licensed Commercial spaces. Licensee shall be required to hand over the Licensed Space at the end of license period.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Delay Delivery Certification As defined in Section 2.02(a) hereof.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.