Assumptions Sample Clauses
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Assumptions. In examining the documents referred to in paragraph 3 above, in making the enquiries referred to in paragraph 4 above and in giving this opinion we have assumed without further enquiry:
5.1 the genuineness of all signatures and seals on documents, the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such documents;
5.2 any Notes which are executed by OFP will be in the form set out in Exhibit A to the Credit Agreement;
5.3 that the information disclosed by our oral enquiry at the Central Registry of Winding-up Petitions was then accurate and that such enquiry did not fail to disclose any matters which it should have disclosed and which are relevant for the purposes of this opinion and since the time of such enquiry there has been no alteration in the status or condition of OFP as represented by the Clerk at the Registry;
5.4 that the file of records available for public inspection from the website of Companies House concerning OFP was complete, accurate and up-to-date at the time of the review referred to in paragraph 4.2 above and that there has been no alteration in the status or condition of OFP as represented thereby;
5.5 that OFP has not passed a voluntary winding-up resolution and that no petition has been presented to or order made by a court for the winding-up or dissolution of OFP or the appointment of an administrator of OFP and that no receiver, administrative receiver, or administrator has been appointed in respect of OFP or any of its assets which in any such case has not been revealed by the enquiries referred to in paragraph 4 above;
5.6 that OFP (i) is not unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇ at the time of its entry into the Credit Documents, and/or (ii) will not as a consequence thereof be unable to pay its debts within the meaning of that section;
5.7 (in relation to paragraph 6.7 only, if relevant) that each of the parties to the Credit Documents (other than OFP) is in existence and has full corporate capacity, right, power and authority to enter into and to exercise its rights and perform its obligations under the Credit Documents;
5.8 (in relation to paragraph 6.7 only, if relevant) that under the laws of the State of New York, USA, each of the Credit Documents constitutes valid, legally binding and enforceable obligations of the parties thereto, including OFP;
5.9 that none of the parties to the Credit Documents (i) is subjec...
Assumptions. On the Closing Date, based upon the information available to the Seller on such date, the assumptions used in calculating the Fixed 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 Fixed Recovery Charges will in fact be sufficient to meet the payment obligations on the related Recovery Bonds or that the assumptions used in calculating such Fixed Recovery Charges will in fact be realized.
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, the Company Register of Members, the Alibaba Register of Members, the Alibaba M&A and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 The Opinion Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
2.2 The Opinion Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than, with respect to the Company, [JMY] and [JT], the laws of the Cayman Islands).
2.3 The choice of Cayman Islands law as the governing law of the IPCo Promissory Note, the IPCo Asset Charge, the IPCo Legal Mortgage and the Legal Mortgage of IPCo Shares and the choice of the laws of New York as the governing law of the Framework Agreement have been made in good faith.
2.4 Copy documents or conformed copies of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.
2.5 All signatures, initials and seals are genuine.
2.6 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents.
2.7 Under all relevant laws (other than the laws of the Cayman Islands), including without prejudice to the generality of the foregoing, the governing law and the law of situs of the property subject to the security interests created pursuant to the IPCo Asset Charge (the “Secured IPCo Property”) the IPCo Asset Charge creates a valid fixed and floating charge over the Secured IPCo Property and any further steps required as a matter of all relevant laws (other than the laws of the Cayman Islands) to perfect such floating charge have ...
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 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
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. 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. 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.