Assumptions and Qualifications Sample Clauses

Assumptions and Qualifications. For the purpose of our opinions given below, we have assumed:
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Assumptions and Qualifications. We have been furnished with and examined originals or copies, certified or otherwise identified to our satisfaction, of all such records of the Loan Parties, agreements and other instruments, certificates of officers and representatives of the Loan Parties, certificates of public officials, and other documents as we have deemed necessary or desirable as a basis for the opinions hereinafter expressed. As to questions of fact material to such opinions, we have, without independent verification of their accuracy, relied to the extent we deem reasonably appropriate upon the representations and warranties of the Loan Parties made in the Transaction Documents and upon their respective Officer’s Certificates. In making such examinations, we have assumed, with your consent (a) the genuineness of all signatures (other than the signatures of officers of the Loan Parties), (b) the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (d) the authenticity of the originals of the documents referred to in the immediately preceding clause (c), (e) the prompt and proper recordation of any Transaction Documents in which recordation is anticipated, (f) that each party to the Transaction Documents (other than the Delaware Loan Parties and the Texas Loan Parties) has full power, authority, and legal right to enter into and perform all agreements to which it is a party and has duly authorized, executed, and delivered each such Transaction Document, (g) that the Transaction Documents (other than the Oklahoma Mortgage) constitute the valid, binding, and enforceable agreement of all the parties thereto (other than the Loan Parties), and (h) the correctness and accuracy of all the facts set forth in all certificates and reports identified in this opinion. We have been advised by officers of the Loan Parties (and with your consent have relied on that advice) that the agreements described on Exhibit A attached hereto (the “Material Agreements”) are the only agreements and there are no orders, writs, judgments, or decrees that are material to Borrower or applicable Loan Party and which, if violated by the execution, delivery, or performance of the Transaction Documents, could reasonably be expected to have a material adverse effect on the validity, performance, or enforceability of any Transaction Document or the ability of any Loan Party to fulfill its material obligat...
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Assumptions and Qualifications. The opinions expressed in Section II above are subject to the following assumptions and qualifications:
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Assumptions and Qualifications. For purposes of rendering the opinions expressed below, we have reviewed copies of the following documents (collectively, the “Transaction Documents”):
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Assumptions and Qualifications. The foregoing representations and warranties are subject to the following assumptions and qualifications:
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Assumptions and Qualifications. The opinions in this letter are given on the basis of the assumptions set out below and are subject to the qualification set out below. Assumptions The opinions in paragraph 4 have been made on the following assumptions:
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Assumptions and Qualifications. The opinions set out in paragraph 5 (Opinions) are given on the basis of the assumptions set out in Schedule 2 (Assumptions) to this opinion and subject to the qualifications set out in Schedule 3 (Qualifications) to this opinion. This opinion is strictly limited to the matters set out in paragraph 5 (Opinions) and does not extend to and is not to be read as extending by implication to any other matter. In this opinion, we express no opinion as to the sufficiency or effectiveness of the Document to achieve the purpose contemplated by the parties to it.
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Assumptions and Qualifications. With your permission we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, factual matters, representations, and warranties contained in the records, documents, instruments and certificates we have reviewed; (d) except as specifically covered in the opinions set forth above, the due authorization, execution, and delivery on behalf of the respective parties thereto (including each of the Guarantors that is not a Covered Guarantor) of documents referred to herein and the legal, valid, and binding effect thereof on such parties; (e) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions; and (f) there has not been any mutual mistake of fact, fraud, duress or undue influence. In rendering our opinion in paragraph (xiii) above with respect to Contractual Obligations, we have assumed that the agreements not governed under New York or California law will be interpreted and enforced in accordance with their plain meaning; and we have not reviewed the covenants in the Contractual Obligations that contain financial ratios or other similar financial restrictions, and no opinion is provided with respect thereto. Whenever a statement herein is qualified by the phrase “known to us,” “to our knowledge” or similar phrases, it is intended to indicate that, during the course of our representation of the Company in this transaction, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm who have rendered legal services in connection with the representation described in first two paragraphs of this opinion letter. However, we have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company or its affiliates. Our opinion that any document is valid, binding, or enforceable in accordance with its terms i...
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Related to Assumptions and Qualifications

  • Formation and Qualification (a) Each Borrower is duly incorporated and in good standing under the laws of the state listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Borrower. Each Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto.

  • Organization and Qualifications Customer and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it presently is engaged and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where it presently is engaged in business and is required to be so qualified.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Number and Qualifications The number of Managers of the Company shall not be less than three nor more than five, as may be determined by the Member from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

  • Corporate Organization and Qualification Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • Number, Tenure and Qualifications The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

  • Organization and Qualification of Seller Seller is a corporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

  • Due Organization and Qualification; Subsidiaries (a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

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