Opinion Documents means the Tax Opinion and representation letters referred to therein.
Opinion Documents means the documents described in clauses (a) and (b) above, and (ii) “Applicable Law” means, collectively, any Federal law of the United States, any law of the State of New York and any rule or regulation thereunder that, in each case, in our experience, is customarily recognized to apply to transactions of the kind contemplated by the Opinion Documents (excluding, for example, any law, rule or regulations relating to (1) pollution or protection of the environment, (2) labor, employee rights and benefits of occupational safety and health, (3) utility regulation, (4) except in connection with our opinions in paragraphs (3) and (4) below, securities laws, (5) antitrust laws, (6) tax laws, rules or regulations, (7) maritime laws and (8) any law, rule, regulation, ordinance, code or similar provision of law of any country, municipality, or similar political subdivision or any agency or instrumentality thereof, without our having made any special investigation as to the applicability of any specific law, rule or regulation). In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon representations made in or pursuant to the Opinion Documents or representations and certifications by officers and representatives of the Borrower and other appropriate persons. We have also assumed (i) that each of the Opinion Documents has been duly authorized, executed and delivered by all of the parties thereto, that all signatories thereto have been duly authorized and that all such parties are duly organized and validly existing and have the power and authority (corporate or limited liability company or other) to execute, deliver and perform the same, (ii) (except, to the extent set forth below, as to the Borrower) that each of the Opinion Documents constitutes a legal, valid, binding and enforceable obligation of all of the parties thereto and (iii) that all authorizations, approvals or consents of (including without limitation all foreign exchange controls), and all filings or registrations with, any governmental or regulatory authority or agency of Argentina (including the central bank of Argentina) required for the making and performance by the Borrower of the Opinion Documents have been obtained or made and are in effect. In add...
Examples of Opinion Documents in a sentence
Without limiting any of the qualifications set out in Appendix 2 (Qualifications), this opinion only covers statutes, rules, and regulations that a lawyer in the Relevant Jurisdictions exercising customary professional diligence would reasonably be expected to recognise as being applicable to the Relevant Entity or the Opinion Documents.
It is not necessary under the laws of the Relevant Jurisdictions to file, register or record the Opinion Documents with any government agency of the Relevant Jurisdictions in order to ensure that each Opinion Document is binding and admissible in evidence against the Relevant Entity in competent courts of the Relevant Jurisdictions.
The Relevant Entity does not require any authorisation from any government agency of the Relevant Jurisdictions to enable it to enter into or perform its obligations under the Opinion Documents.
The Relevant Entity has the corporate power and authority to enter into and to perform its obligations under the Opinion Documents.
More Definitions of Opinion Documents
Opinion Documents means (i) the Spin-Off Opinion, (ii) the officer’s certificates issued by Distributing and Controlled to Xxxxxxxx & Xxxxxx LLP in connection with the Spin-Off Opinion and (iii) all other documents provided by Distributing and Controlled to Xxxxxxxx & Knight LLP and on which Xxxxxxxx & Xxxxxx LLP relied in issuing the Spin-Off Opinion.
Opinion Documents means the Indenture, the Registration Statement and the Prospectus.
Opinion Documents means the documents specified in Schedule 4;
Opinion Documents means (i) the Spin-Off Opinion, (ii) the representation letters issued by Pharmacopeia and PDD to Dechert LLP in connection with the Spin-Off Opinion and (iii) all other documents provided by Pharmacopeia and PDD to Dechert LLP and on which Dechert LLP relied in issuing the Spin-Off Opinion
Opinion Documents. As used in this letter, the “California UCC” shall mean the Uniform Commercial Code as now in effect in the State of California, “Illinois UCC” shall mean the Uniform Commercial Code as now in effect in the State of Illinois, “New York UCC” shall mean the Uniform Commercial Code as now in effect in the State of New York and “Texas UCC” shall mean the Uniform Commercial Code as now in effect in the State of Texas. As used in this letter, “Applicable UCC” shall mean the California UCC and/or the Delaware UCC (as defined below) and/or the Illinois UCC and/or the New York UCC and/or the Texas UCC, as applicable. Except as otherwise stated herein, as to factual matters, we have, with your consent, relied upon the foregoing and upon oral or written statements and representations of officers and other representatives of the Loan Parties and others, including the representations and warranties of the Loan Parties in the Loan Documents. We have not independently verified such factual matters. Except as otherwise stated herein, we are opining as to the effect on the subject transaction only of (A) the federal laws of the United States; (B) the internal laws of the State of New York; (C) with respect to numbered paragraphs 1(a), 2(a), 3(a), 4 and 5 of this letter, the Delaware General Corporation Law (the “DGCL”) or the Delaware Limited Liability Company Act (“DLLCA”); (D) with respect to numbered paragraphs 1(b), 3(a), 4(a) and 5 of this letter, the California Corporations Code (the “CCC”); (E) with respect to numbered paragraphs 1(c), 3(a), 4(a) and 5 of this letter, the Illinois Business Corporation Act (the “IBCA”); (F) with respect to numbered paragraphs 1(e), 3(a), 4(a) and 5 of this letter, the Texas Business Organizations Code (the “TBOC”); (G) with respect to numbered paragraph 8(b) of this letter, the California UCC; (H) with respect to numbered paragraph 8(a) of this letter, the Delaware UCC (as defined below); (I) with respect to numbered paragraph 8(c) of this letter, the Illinois UCC; (J) with respect to numbered paragraphs 7, 8(d) and 9 of this letter, the New York UCC; and (K) with respect to numbered paragraph 8(e) of this letter, the Texas UCC and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. With your permission, we have based our opinio...
Opinion Documents means the:
Opinion Documents means any and all documents relied upon by Deloitte & Touche in rendering the Opinion.