Assumptions Sample Clauses

Assumptions. Unless otherwise expressly agreed in this Agreement, references to standards or codes are intended to refer the latest relevant editions or revisions. The pricing breakdowns listed herein, if any, are for accounting purposes only and should not be considered as stand-alone prices. All buyout items or labor included herein are subject to change at the time Honeywell places the order with the applicable vendors. Any adjustment in price and/or lead time will be reflected in a Change Order. Any references to testing obligations herein do not include any additional testing over and above that expressly defined herein.

Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions: A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder.

Assumptions. On the Closing Date, based upon the information available to the Seller on such date, the assumptions used in calculating the Storm Recovery Charges are reasonable and are made in good faith. Notwithstanding the foregoing, the Seller makes no representation or warranty, express or implied, that amounts actually collected arising from those Storm Recovery Charges will in fact be sufficient to meet the payment obligations on the related Storm Recovery Bonds or that the assumptions used in calculating such Storm Recovery Charges will in fact be realized.

Assumptions. The following assumptions are hereby acknowledged by the parties and apply to the performance of the Services under this PSA: (a) Changes to this PSA will be documented using a Project Change Request form in accordance with the process outlined in this PSA. (b) Customer will ensure that data backup is performed. LogRhythm will not be responsible for the loss or corruption of any Customer data or for any system downtime. Except as may be purchased under a separate LogRhythm Services Agreement, LogRhythm will not be responsible for any application or host system access that encompasses coding, scripting, application analysis, system performance, troubleshooting, or applications logins outside of the Services described in this PSA.

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

Assumptions. The Trusts are ultimately responsible for each Fund's compliance program and its compliance with applicable federal securities laws, including Rule 38a-1 under the 1940 Act. In addition, the management of each Fund and the management of the Funds' service providers are responsible for implementation and execution of their compliance programs.

Assumptions. In rendering the opinion below, we have assumed the following: (a) all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original; (b) all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents; (c) except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate; (d) the Indenture and the Supplemental Indenture are within the capacity and power of, have been duly authorized, executed and delivered by, and are binding on, all parties thereto other than the Swiss Guarantor; (e) the parties to the Indenture (other than the Swiss Guarantor) are duly incorporated or formed, as applicable, and organized and validly existing under the laws of their respective jurisdiction of incorporation or formation; (f) the Swiss Guarantor is solvent at the time it executes the Indenture; (g) as far as any obligation under the Indenture is required to be performed in, or by a party organized under the laws of, any jurisdiction outside of Switzerland, its performance will not be illegal or unenforceable by virtue of the laws of such jurisdiction; (h) all representations and warranties and confirmations set forth in the Transaction Documents are and at all relevant times will be true and accurate; (i) the Excerpt is correct, complete and up-to-date, and the Articles are in full force and effect and have not been amended; (j) the parties to Indenture entered into the Indenture for bona fide commercial reasons and on arm’s length terms, and none of the directors or officers of any such party has or had a conflict of interest with such party in respect of the Documents that would preclude such director or officer from validly representing (or granting a power of attorney in respect of the Documents for) such party; and (k) the Resolutions (i) have been duly resolved in meetings duly convened and otherwise in the manner set forth therein, (ii) have not been rescinded or amended, and (iii) are in full force and effect.

Assumptions. The assumptions utilized in performing the Study shall be as follows: a. Applicant is, or will be upon commencement of Rule 21 service, an eligible Customer under Rule 21. b. Applicant will install 2 generating units, having a total operating capacity of 1,500 kW; for a total net output of 1,500 kW from these generating units. c. The maximum generating capacity for this Project is 1,500 kW. d. Any technical data supplied by Applicant is complete and accurate. (SCE will not be verifying any information or data provided by Applicant as a part of the Study; notwithstanding this, if SCE notices that the technical data provided by Applicant is insufficient to allow SCE to complete a Study, then SCE may suspend the Study until SCE determines that the data and information provided by Applicant is of a quality that can be used by SCE in performing the Study.). e. The generating units will be installed by Applicant in order to meet the operating date requested by Applicant in its application for interconnection; however, performance of the Study using this assumption does not commit SCE to interconnect on the requested date. A target interconnection date shall be established by SCE after the Study are complete, based on permitting requirements, design, land issues, material lead times and other Project specific factors as well as facts related to SCE’s Distribution System. f. No operating restrictions exist, other than for routine maintenance. g. Other projects with interconnection applications that were submitted prior to Applicant’s Project will be assumed to be in service when performing the Study. h. Potential system enhancements or modifications resulting from such projects, if any, are not assumed and Projects submitted after the date of the Applicant’s Project will not be considered as part of the Study. i. For short circuit analysis, the Project will be assumed to be located at the Applicant’s generating facility. j. This Study will not address the issues that are typically addressed by SCE as a part of a Facilities Study. If this Study concludes that a Facilities Study is needed as part of the interconnection process, then a separate agreement (and the payment of an additional fee) will be required from the Applicant before SCE performs the Facilities Study.

Assumptions. For the purposes of this Article 2: (a) any sale, transfer or other disposition that would result in a direct or indirect acquisition of Multiple Voting Shares or Subordinate Voting Shares, or in the direct or indirect acquisition of control or direction over those shares, shall be construed to be a “sale” of those Multiple Voting Shares or Subordinate Voting Shares, as the case may be, and the terms “sell” and “sold” shall have a corresponding meaning; and