Additional Qualifications and Assumptions Sample Clauses

Additional Qualifications and Assumptions. Our opinions above are subject, with your permission, to the following additional qualifications and assumptions:
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Additional Qualifications and Assumptions. Our opinions above are subject, with your permission, to the following additional qualifications and assumptions: Our opinion in paragraph 1 above is limited to the power and authority conferred by the laws of the State of Texas, and we express no opinion concerning the power or authority of the Company, under Louisiana law, to own property or conduct business in the State of Louisiana. We express no opinion as to the effects, if any, of (i) any usury, fraudulent transfer and conveyance, bankruptcy, choice of law, "blue sky" and state securities laws, or tax laws, rules, and regulations and (ii) the status of title of any property of the Company. We express no opinion as to the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions (whether created or enabled through legislative action at the federal, state, local, or regional level), and judicial decisions to the extent that they deal with any of the foregoing. We express no opinion as to the enforceability of any documents or agreements other than the Bonds and the Mortgage. Our opinion set forth in paragraph 7 above relates only to statutory laws, rules, regulations, and orders that we, in the exercise of customary professional diligence, would reasonably recognize as being directly applicable to the Company, the transactions contemplated by the Underwriting Agreement, the Mortgage, or both. Regarding our opinion set forth in paragraph 6(c) above concerning the non-violation of any orders, writs, judgments and decrees of any Texas governmental instrumentality, with your permission we have limited our inquiry as follows. With respect to the existence and effect of orders, writs, judgments and decrees of Texas governmental instrumentalities on matters other than orders, writs, judgments and decrees of the Public Utility Commission of Texas (the "PUCT") and of Texas courts on matters regarding appeals of PUCT proceedings, our inquiry has been limited to a request made to the Company that it identify to us for our review any presently outstanding orders, writs, judgments and decrees of Texas governmental instrumentalities other than those constituting only money judgments and to our reliance on the Company's certificate that there are no such presently outstanding orders, writs, judgments and decrees of Texas governmental instrumentalities other than money judgments. With respect to the existence and effect ...
Sample 1

Related to Additional Qualifications and Assumptions

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • PROFESSIONAL QUALIFICATIONS AND ASSIGNMENTS (In 2011, the Florida Legislature passed statutory changes eliminating the granting of new Professional Service Contracts and prohibiting the School Board from following the requirements outlined in Sections 14.1, 14.1-1, 14.1-2, and 14.1-3 of the contract below. These provisions are therefore placed in abeyance until all legal challenges have been resolved. All other Sections beginning with 14.2 remain in full force and effect.)

  • QUALIFICATIONS AND ASSIGNMENTS A. The Board shall employ teachers who have at least a Bachelors degree from an accredited college or university. This provision in no way inhibits the Board's right to hire non-degreed vocationally certified personnel.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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