The Acquisition Documents. The Acquisition Documents:
The Acquisition Documents. The documents listed in clauses (a)-(c) and (f) are referred to collectively herein as the "Transaction Documents." We assume, for purposes of this opinion, that the corporate records (referred to in clause (i) above) contain an accurate record of all meetings of the stockholders and directors of each of the Borrowers after January 1, 1997 and that the stock record books of each of the Borrowers are materially complete and accurate. In our examination of the documents described above, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all copies of documents submitted to us, the authenticity of the originals of such latter documents, and the legal capacity of all individual signatories. Insofar as this opinion relates to factual information which is in the possession of the Borrowers, we have relied, with your consent, exclusively upon certificates, statements and representations made to us by one or more officers or employees of the Borrowers and other representatives or agents of the Company and the representations of the Borrowers contained in the Transaction Documents. Nothing has come to our attention which causes us to believe that you are not justified in relying upon such certificates, statements and representations of officers and other representatives or agents of the Company. Any reference to "our knowledge", or to matters "known to us", "coming to our attention", or "of which we are aware", or any variation of any of the foregoing shall mean the conscious awareness of the attorneys in this firm who have rendered substantive attention to this transaction of the existence or absence of any facts which would contradict our opinions set forth below. We have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Borrowers. Without limiting the foregoing, we have not conducted a search of any computerized or electronic databases or the dockets of any court or administrative or other regulatory agency in any jurisdiction. Whitney Subordinated Debt Fund, L.P. July 8, 1998 Page 4 We have assumed that all parties to the Transaction Documents other than the Borrowers have the power and authority and have taken the corporate or partnership action necessary to execute and deliv...
The Acquisition Documents. (a) If the Acquisition proceeds by way of a Scheme, the Scheme Documentation contains (or will contain) all the material terms of the Scheme.
The Acquisition Documents. 12.29.1 The UK Acquisition Documents: (i) are or will be in compliance in all material respects with the UK Code (subject to any waivers granted by the Panel); and (ii) contain or will contain all the material terms relating to the UK Target Acquisition as of the date of publication.
The Acquisition Documents. (a) Each member of the Group must take all commercially reasonable and practical steps to preserve and enforce its rights under the Acquisition Documents.
