The Designated Contracts Sample Clauses
The Designated Contracts. Neither the execution of this Agreement or the other Transaction Agreements nor the Closing will constitute or result in a breach or violation of or default under any Designated Contract or would create a Lien on any Cook▇ ▇▇▇et.
(d) Cook▇ ▇▇▇ not received any oral or written notice (oral notices shall so qualify only if given to a Designated Individual) that any party to any of the Designated Contracts intends to cancel or terminate any of them or to exercise or not exercise any options under any of them.
(e) Cook▇ ▇▇ not a party to, nor is the Property of Cook▇ ▇▇▇nd by, any non-written contract material to the Business or Cook▇ ▇▇▇ disclosed in this Agreement or the Schedules hereto.
(f) None of the Designated Contracts is contrary to any applicable legal or regulatory provisions, or to any judicial or administrative decision.
The Designated Contracts. In rendering the opinions herein set forth, we have assumed (i) the due authorization, execution and delivery of each document referred to in clauses (a) through (f) of the second paragraph of this opinion by all parties to such document other than the Borrower and the Guarantors), and that each such document is valid, binding and enforceable against the parties thereto other than the Borrower and the Guarantors, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures, (iv) the authenticity of all documents submitted to us as originals and (v) the conformity to original documents of all documents submitted to us as copies. As to various questions of fact material to our opinion we have relied upon the representations made in the Loan Documents and upon certificates of officers of the Borrower. Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business in the State of Texas and, to the best of our knowledge, in each other jurisdiction in which the ownership of its properties or the nature of its activities makes such qualification necessary, except for such jurisdictions in which the failure to so qualify would not have a Material Adverse Effect on the Borrower or on its ability to perform its obligations, under the Loan Documents.