Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrase “to my knowledge,” or a similar phrase, it is intended to indicate that, during the course of my rendering this opinion on behalf of the Loan Parties in this transaction, no information that would give me current actual knowledge of the inaccuracy of such statement has come to my attention. However, except as set forth in this opinion, I have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by me during the preparation of this opinion 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 the Loan Parties or their respective affiliates, if any, with respect to other unrelated transactions. The foregoing opinions are limited to matters involving the federal laws of the United States, the Limited Liability Company Act of the State of Delaware and the Delaware General Corporation Law. I have made no inquiry into, and express no opinions as to, (a) the statutes, regulations, treaties or common laws of any other nation, state or jurisdiction or the enforceability of the Transaction Documents under, or the effect on the Loans as contemplated thereby of non-compliance with, such other laws, or (b) compliance or non-compliance with applicable federal and state antifraud laws, statutes, rules and regulations. Bank of American, N.A., as Administrative Agent, and The Lenders
Certain Limitations and Qualifications. Our opinion in paragraph 1 as to the good standing of the Company is based solely on certificates of public officials in the state named in such paragraph. In rendering the opinion in paragraph 7 above relating to conflicts with or violations of United States federal, Delaware or New York law or administrative or governmental rule or regulation applicable to the Company, such opinion is limited to such laws, administrative or governmental rules or regulations that in our experience are typically applicable to a transaction of the nature contemplated by the Underwriting Agreement and the Indenture. With respect to the opinions set forth in paragraphs 7 and 8 above, we have assumed that the Company has duly performed its obligations under the Underwriting Agreement, the Indenture and the Notes in compliance with their respective terms. With respect to our opinion in paragraph 10 above relating to no stop order, we have relied solely on the hxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml webpage of the Commission’s website (hxxx://xxx.xxx.xxx) as of _____ a.m. Eastern Time on the date hereof. Our opinions set forth above are limited to the laws of the State of Delaware and the State of California and, with respect to the Underwriting Agreement, the Notes and the Indenture, the State of New York, and the federal laws of the United States. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other than those identified above are applicable to the agreements or the transactions contemplated thereby. Our opinion that any document is valid, binding or enforceable in accordance with its terms is qualified as to:
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrases "known to us," "to our knowledge," or similar phrases, it is intended to indicate that, during the course of our representation of the Company 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 more than twenty hours of legal services to the Company in the past six months. 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. We express no opinion as to: (a) matters of law other than the law of the State of California with respect to the opinions set forth in paragraphs 1, 2, 6, 7 and 8 above, the law of the State of New York with respect to the opinions set forth in paragraphs 3, 6, 7 and clauses (a) (b) and (d) of paragraph 8 above, the Delaware General Corporation Law with respect to the opinions set forth in paragraphs 1, 3, 4, 5, 6, 7 and clauses (a) (b) and (d) of paragraph 8 above, and the federal law of the United States of America; (b) the past, present, or future fair market value of any of the capital stock of the Company; (c) compliance or non-compliance with applicable federal and state securities laws (other than as set forth in paragraphs 6, 9 and 10 above) and antifraud statutes and rules and regulations thereunder; or (d) the legality or enforceability of any covenants or provisions relating to non-competition agreements. As you know, we are not licensed to practice in the State of Delaware, and our opinions as matters governed by Delaware law are based solely on a review of a standard compilation of the Delaware General Corporation Law. Our opinion that any document is valid, binding, or enforceable in accordance with its terms is qualified as to: limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally; rights to indemnification and contribution which may be limited by applicable law or equitable principles; general principles of equity, including without limitat...
Certain Limitations and Qualifications. (a) The Buyer Indemnified Parties may not assert any claim for Damages pursuant to Section 9.2(b) (a “General Claim”) against Seller, and Seller shall not be liable for any General Claims or Damages attributable thereto (“General Claim Damages”), unless and until the aggregate amount of all General Claim Damages exceeds $122,500.00 (such amount, the “Indemnity Basket”). If the aggregate amount of all General Claim Damages exceeds the Indemnity Basket, the Buyer Indemnified Parties may recover General Claim Damages from Seller to the extent, and only to the extent, the aggregate amount of all General Claim Damages exceeds the Indemnity Basket, and then from, and only to the extent of, the Indemnity Escrow Balance (if any). Notwithstanding anything to the contrary set forth herein, and for the avoidance of doubt: (i) in no event shall Seller have any liability or obligation for General Claims or General Claim Damages beyond the Indemnity Escrow Balance, if any; and (ii) the sole recourse of the Buyer Indemnified Parties for General Claims and General Claim Damages shall be limited to (A) recovery from the Indemnity Escrow Balance, if any, and (B) recovery from the R&W Policy (subject to the terms thereof, including all exclusions, retentions and policy limits).
Certain Limitations and Qualifications. Our opinions are subject to the following assumptions and qualifications:
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrase "to our knowledge," 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 the second paragraph 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 is qualified as to:
Certain Limitations and Qualifications. In Relation To Our Provision Of The Services
Certain Limitations and Qualifications. Whenever a statement herein is qualified by the phrase “to our knowledge,” it is intended to indicate that, during the course of our representation of Farnam in connection with the transactions contemplated by the Underwriting Agreement, no information that would give us actual knowledge of the inaccuracy of such statement has come to our attention. 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 Farnam. In giving the opinion expressed in paragraph 1 above with respect to the good standing of Farnam, we have relied solely on the Good Standing Certificate. We express no opinion as to, and for the purposes of the opinions set forth herein, we have conducted no investigation of, and do not purport to be experts on, any laws other than the laws of the State of Arizona. With respect to Arizona law, our opinions are as to what the law is or might reasonably be expected to be at the date hereof, and we assume no obligation to revise or supplement this opinion due to any change in the law by legislative action, judicial decision or otherwise. We express no opinion as to (i) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and political subdivisions (whether created or enabled through legislative action at the federal, state, regional or local level), (ii) the applicable jurisdiction’s choice-of-law statutes, rules and principles, (iii) the operation of any asset or property, and (iv) statutes, laws, rules and regulations relating to (a) pollution or protection of the environment, (b) zoning, land use, building or construction, (c) operation of any asset or property, (d) labor, employment, employee rights and benefits, or occupational safety and health, (e) utility regulation or regulation of matters pertaining to the acquisition, transportation, transmission, storage or use of energy sources used in connection therewith or generated thereby, (f) antitrust, (g) taxation and (h) securities laws, in each case with respect to each of the foregoing, (x) as interpreted, construed or enforced pursuant to any judicial, arbitral or other ...
Certain Limitations and Qualifications. (a) Except in the case of fraud, intentional misrepresentation or willful misconduct, the Seller Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 7.02(a) (other than with respect to Fundamental Representations, the Tax Representations and the representations contained in Section 4.12 (Inventory)) until the aggregate amount of all Losses in respect of indemnification under Section 7.02(a) (including in respect of Fundamental 27 DM3\7875356.18 Representations, the Tax Representations and the representations contained in Section 4.12 (Inventory)) exceeds $200,000 (the “Basket”), in which event the Seller Parties shall be liable for and required to pay all such Losses from the first dollar.
Certain Limitations and Qualifications. The opinions expressed above are based on the documents provided by the CVP Companies and our interpretation of Chinese laws and regulations, which, in our experience, are applicable. We note, however, that the laws and the regulations in China have been subject to substantial and frequent revision in recent years. We cannot assure that any future interpretations or amendments of Chinese laws and regulations by relevant authorities, administrative pronouncements, or court decisions, or future positions taken by these authorities would not adversely impact or affect the opinions set forth in this letter. Our above opinions are also subject to the qualification that they are confined to and given on the basis of the published and publicly available laws and regulations of the PRC (excluding the laws of Hong Kong for the purpose of this opinion) effective as of the date hereof. This Opinion has been prepared solely for your use of reference and may not be quoted in whole or in part or otherwise referred to in any documents, or disclosed to any third party, or filed with or furnished to any governmental agency, or other party without the express prior written consent of this firm. EXHIBIT G FORM OF OPINION OF COUNSEL TO ACQUIROR COMPANY Ladies and Gentlemen: We have acted as special securities counsel to Acquiror Company in connection with its entry into the above-referenced Agreement and the transactions contemplated thereby. This letter is being furnished to you in compliance with Section 10.6.7 of the Agreement. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
