Common use of Certain Assumptions Clause in Contracts

Certain Assumptions. With your permission I 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 me as copies; (c) with respect to factual matters therein, the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed; (d) the due authorization, execution and delivery by you and the binding effect thereof on you; (e) the compliance by you with any applicable requirements to file returns and pay taxes under the California Franchise Tax Law; and (f) 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. CERTAIN LIMITATIONS AND QUALIFICATIONS Whenever a statement herein is qualified by the phrase "to my knowledge" or similar phrase, it is intended to indicate that, during the course of my representation of the Seller in connection with the sale of the Business, no information that would give me current actual knowledge of the inaccuracy of such statement has come to my attention or the attention of those attorneys presently in the Legal Department of Seller who have rendered legal services in connection with the representation described in the first paragraph of this opinion letter. However, I have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by the Legal Department during the preparation of this opinion letter should not be regarded as such an investigation or review. No inference as to my knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of my representation of Seller. I express no opinion as to: (a) matters of law in jurisdictions other than the State of California and the United States, except to the extent necessary to render the opinions set forth with respect to Delaware corporate law, or (b) the enforceability under California law of a choice of law provision in the documents described herein. As you know, I am not licensed to practice law in the State of Delaware and my opinions as to Delaware law are based solely on my review of a standard compilation of the corporate statutes of Delaware. Finally, I express no opinion as to any matters of municipal law or the laws of any other local agencies or governmental or regulatory authorities within any state. My opinion that any document is valid, binding or enforceable against Seller in accordance with its terms is qualified as to: