Factual Matters Sample Clauses

Factual Matters. To the extent that we have reviewed and relied upon (i) the Borrowers’ Certificate and other certificates of any Borrower or authorized representatives thereof, (ii) representations of any Borrower set forth in the Credit Agreement and (iii) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records (including filings with public authorities) are properly indexed and filed and are accurate and complete.

Factual Matters. As to various questions of fact relevant to this opinion we have relied, without independent investigation, upon the certificates of officers of the Company.

Factual Matters. That CoBank receive a certificate (the "Factual Matters Certificate"), in the form attached hereto as Exhibit B, dated such Funding Date, signed by the President, Chief Financial Officer or Treasurer of the Borrower, certifying as to the matters set forth therein.

Factual Matters. With regard to factual matters, to the extent that I deemed appropriate and have reviewed and relied upon certificates and assurances from public officials, all of such certificates, representations and assurances are accurate;

Factual Matters. With regard to factual matters, to the extent that we have reviewed and relied upon representations of the Company and Diomed set forth in the Subject Documents, such representations are true and correct;

Factual Matters. With regard to factual matters, to the extent that we deemed appropriate and we have reviewed and relied upon (a) the Borrower’s Certificate and other certificates of each Borrower Party or authorized representative thereof, (b) representations of each Borrower Party set forth in the Subject Documents and (c) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters and all official records, including filings with public authorities, are properly indexed and filed, and except for the UCC Financing Statements, are accurate and complete.

Factual Matters. All certifications, representations, warranties and assurances set forth in (i) the Company Certificate and other certificates of the Company or authorized representatives thereof, (ii) the Transaction Documents, and (iii) the certificates and assurances from public officials, are in all cases true, complete and accurate with respect to the matters set forth therein;

Factual Matters. The Bridge Lender shall have received evidence of the following: (a) having regard to the funds available to the Borrowers through the Senior Facility, the Credit Facility and an equity offering, the Borrowers shall have sufficient funds to complete the acquisition of all of the outstanding shares in the capital of each of NewCo Barbados and NewCo Canada in accordance with the Acquisition Agreement without the necessity of any material waiver by any party thereunder (including the payment of all related fees and expenses), and arrangements satisfactory to the Bridge Lender shall have been made to ensure that the proceeds of the Senior Facility, the Credit Facility and such equity offering will be made available to the Borrowers concurrently with, and applied to, the closing of such acquisition; (b) subject to such post-closing matters as shall remain outstanding under the Acquisition Agreement, which matters shall be subject to such undertakings, escrow provisions and other arrangements as shall be satisfactory to the Bridge Lender: (i) BMG and 1212500 are the owners of all of the outstanding shares in the capital of, respectively, NewCo Barbados and NewCo Canada; (ii) NewCo Barbados and NewCo Canada are the owners of the Royalties (respectively, as set forth in schedule 2 annexed 190695 v4 hereto) with a good and valid legal and beneficial title thereto, including the right to receive and deal with all of the proceeds therefrom (and, without limitation, all registrations, filings, notices, directions, acknowledgements or recordings necessary or desirable to preserve, protect or perfect the enforceability and priority of the respective interests of NewCo Barbados and NewCo Canada in the Royalties have been completed); in each case free of any subsisting rights of first refusal, first offer or similar pre-emptive rights or opportunities in favour of any other person, which rights or opportunities (x) have not been irrevocably and unconditionally waived in writing, or (y) have not expired or otherwise become incapable of exercise in accordance with their terms; (c) each of NewCo Barbados and NewCo Canada shall have tabled or otherwise made arrangements for the execution and delivery of the following: (i) its certified copy of an authorizing resolution as referred to in section 3.1(3); (ii) its certificate of incumbency and list of authorized signatories as referred to in section 3.1(4); (iii) the Accession Agreement; (iv) the Security to be provided by it as...

Factual Matters. We have relied as to certain factual matters solely on the representations and warranties of the Borrower and Guarantors set forth in the Transaction Documents and the certificates of officers of Borrower and Guarantors set forth below and have made no other investigation or inquiry other than to review the following: (a) Articles of Incorporation and Bylaws of Borrower and Guarantors. (b) Certificate of Existence issued by the Secretary of State of Texas and Certificates of Good Standing issued by the Comptroller of Public Accounts of Texas with respect to Borrower and Guarantors. (c) Unanimous Written Consent of Borrower and Guarantors dated February ___, 1997, executed by the directors of Borrower and Guarantors. (d) Certificate of Incumbency and Resolutions for Borrower and Guarantors dated February ___, 1997.

Factual Matters. Any condition of this Agreement which requires the submission of evidence of the existence or non-existence of a specified fact or facts implies as a condition of the existence or non-existence, as the case may be, of such fact or facts that Lender shall, at all times, be free independently to establish to its satisfaction and in its absolute discretion such existence or non-existence.