Assuming Clause Samples

Assuming. (i) the due authorization, execution and delivery of the Transaction Agreements by each of the parties to each such document (other than Federal Express), (ii) each such party has full power and legal right to enter into and perform its respective obligations under the Transaction Agreements, (iii) that the execution, delivery and performance by each of the Transaction Agreements by each of the parties thereto will not violate the respective parties' constituent documents, (iv) the due authorization, execution, issuance and delivery by the Owner Trustee, and the due authentication by the Indenture Trustee, of the Certificates to be issued under the Indenture in accordance with the terms of the Indenture, (v) that the Original Loan Certificates are delivered by the Original Loan Participants to the Indenture Trustee for cancellation and are cancelled, (vi) the due authorization, execution, issuance, delivery and authentication by the Pass Through Trustee of the Pass Through Certificates to be issued under the Pass Through Agreement and the Series Supplement relating to such Pass Through Certificates, in each case in accordance with the terms of the Pass Through Agreement and such Series Supplement, and (vii) that the form of each Transaction Agreement is in compliance with all applicable laws and governmental rules and regulations (other than the laws of the United States and the State of New York), then: (A) to the extent governed by New York law, each Transaction Agreement in form constitutes a legal, valid and binding agreement of each party thereto enforceable against each such party in accordance with its terms; (B) the Original Indenture created, and the Indenture creates, for the benefit of the Holders, the security interest in the Trust Indenture Estate that they purport to create; (C) the Certificates, when issued to and acquired by the Pass Through Trustee, will be legal, valid and binding obligations of the Owner Trustee enforceable against the Owner Trustee in accordance with their terms and the terms of the Indenture and will be entitled to the benefits of the Indenture, including the benefit of the security interest created thereby; (D) the Pass Through Certificates, when issued to and acquired by the Underwriters in accordance with the Underwriting Agreement, will be legal, valid and binding obligations of the Pass Through Trustee enforceable against the Pass Through Trustee in accordance with their terms and will be entitled to the benefits ...

Assuming. (a) the due authorization, execution and delivery of the Capital Securities Guarantee Agreement by Dominion and (b) the due execution of the Capital Securities Guarantee Agreement by the Guarantee Trustee, the Capital Securities Guarantee constitutes a valid and legally binding obligation of Dominion, enforceable against Dominion in accordance with its terms.

Assuming. (a) the due authorization, execution and issuance of the Senior Notes by the Company and (b) the due authentication by the Trustee, upon payment and delivery of the PIES in accordance with the Underwriting Agreement, the Senior Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

Assuming. (A) the consummation of the transactions described in clauses (i) — (ii), including clauses 1-10, of the fourth paragraph of the introductory section of this Agreement and as set forth in this Agreement, the Contribution Agreement, the Bills of Sale, and the Omnibus Agreement, (B) that the Common Units to be issued and sold by the Partnership to Underwriters have been duly sold and transferred by the Partnership to Underwriters and ownership of not fewer than 80% of the Common Units have been duly sold and transferred by Underwriters to U.S. Citizens (as defined in the Partnership Agreement of the Partnership), and (C) the sale and transfer of Common Units by Underwriters as described in the preceding subclause 3(B) occurs prior in time to the contributions to the _____ as described in clause _____ of the fourth paragraph of the introductory section of this Agreement, each of the Mgmt LLCs, the General Partner, the Partnership, the Operating Company and the Operating Subsidiaries will qualify as a U.S. Citizen for the purpose of owning and operating vessels in the coastwise and registry trades of the United States.

Assuming full exercise of conversion rights under the Convertible Note, Junefield HV Metals will directly own approximately 31.32% of the enlarged total issued share capital of Latin Resources (assuming no other new shares having been issued).

Assuming the execution and delivery of the Amended and Restated Credit Agreement and the Existing Credit Agreement and the performance of the Amended Credit Agreement by each of the parties thereto, other than the Corporation, are within such persons' corporate powers and have been duly authorized by all necessary corporate action and that the Amended and Restated Credit Agreement and the Existing Credit Agreement have been duly executed and delivered by each of such parties, other than the Corporation, each of the Amended and Restated Credit Agreement and the Amended Credit Agreement constitutes a valid and binding agreement of the Corporation and each Note constitutes a valid and binding obligation of the Corporation, in each case enforceable in accordance with its terms.

Assuming. When you assume something, you take for granted that it is true without having the facts. If you missed a ball game because you assumed it would be called off due to rain when, in fact, it was not, you used the thinking error “assuming.”

Assuming. (a) the accuracy of the respective representations and warranties of the Placement Agents and the Depositor contained in the Certificate Purchase Agreement, (b) the performance by the Placement Agents and the Depositor of their respective covenants contained in the Certificate Purchase Agreement, and (c) in the case of each investor that purchases Privately Offered Certificates from a Placement Agent, the accuracy of the deemed representations and warranties set forth under the caption "Notice to Investors" in the Private Placement Memorandum, the offer and sale of the Privately Offered Certificates by the Depositor to the Placement Agents, and by the Placement Agents to investors who purchase from them, in the manner contemplated in the Private Placement Memorandum, the Certificate Purchase Agreement and the Pooling and Servicing Agreement, are transactions that do not require registration of the Privately Offered Certificates under the 1933 Act. The opinions expressed herein are being delivered to you as of the date hereof, and we assume no obligation to advise you of any changes of law or fact that may occur after the date hereof, notwithstanding that such changes may affect the legal analysis or conclusions contained herein. This opinion letter is solely for your benefit in connection with the Transactions and may not be relied on in any manner for any other purpose or by any other person or transmitted to any other person without our prior consent. Very truly yours, EXHIBIT B LETTER OF SIDLEY & ▇▇▇▇▇▇ PURSUANT TO SECTION 6(F) November 7, 2000 DLJ Commercial Mortgage Corp. McDonald Investments Inc. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. Securities Corporation ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Prudential Securities Incorporated Credit Suisse First Boston Corporation One New York Plaza ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: DLJ Commercial Mortgage Trust 2000-CKP1, Commercial Mortgage Pass-Through Certificates, Series 2000-CKP1 Ladies and Gentlemen: We have, with the knowledge and consent of all the parties involved, acted as special counsel to Column Financial, Inc. ("Column"), DLJ Commercial Mortgage Corp. (the "Depositor"), ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corp. ("DLJSC"), Prudential Securities Incorporated ("Prudential"), Credit Suisse First Bosto...

Assuming. (i) the accuracy of the information provided by the Investors in the Subscription Documents, (ii) that Maxim has complied in all material respects with the requirements of Section 4(2) of the Act (and the provisions of Regulation D promulgated thereunder), and (iii) the filing of Form D relating to the Private Placement, the issuance and sale of the Units, and the securities included therein, is exempt from registration under the Act and Regulation D promulgated thereunder;