Primary Lawyer Group definition
Primary Lawyer Group means the lawyer who signs this Opinion Letter and, solely as to information relevant to an Opinion or confirmation issue, and lawyer in this law firm who is primarily responsible for providing the response concerning the particular issue.
Primary Lawyer Group means those lawyers currently in our firm who have been responsible for representing and providing legal work for the Manager. Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
Primary Lawyer Group means all of the Primary Lawyers when there is more than one.
Examples of Primary Lawyer Group in a sentence
Whenever an Opinion Letter qualifies an Opinion or confirmation of fact by the words "to our knowledge," "known to us" or words of similar meaning, the quoted words mean the current awareness by lawyers in the Primary Lawyer Group of information such lawyers recognize as relevant to the Opinion or confirmation so qualified.
The quoted words do not include within what is "known" information not within such current awareness that might be revealed if a canvass of lawyers outside the Primary Lawyer Group were made, if the Opinion Giver's files were searched or if any other investigation were made.
Whenever our opinion is based on factual matters that are “to our knowledge,” or words of similar impact, it means conscious awareness of facts or other information by the Primary Lawyer Group.
Qualifications in such opinions as to knowledge or the absence of knowledge shall be based upon and limited to the "Actual Knowledge" (as defined in the Accord) of the "Primary Lawyer Group" (as defined in such opinions).
The Primary Lawyer Group consists of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
More Definitions of Primary Lawyer Group
Primary Lawyer Group means any lawyer in this firm (i) who signs this opinion letter, (ii) who is actively involved in negotiating or documenting the Transactions or (iii) solely as to information relevant to a particular opinion or factual confirmation issue, who is primarily responsible for providing the response concerning the particular opinion or issue. The opinions set forth herein are limited to matters governed by the General Corporation Law of the State of Delaware, the laws of the State of North Carolina and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. We note that the Transaction Documents provide that they are to be governed by the laws of New York. Our opinion in paragraph 4 as to the legality, validity, binding effect and enforceability of the Transaction Documents is intended to address the legality, validity, binding effect and enforceability of the Transaction Documents were they, notwithstanding such provision, governed by the laws of the State of North Carolina, and is not intended to address matters of New York law. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Company, the Transactions or both. Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that:
Primary Lawyer Group means ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇, III. Except as may be expressly described herein, we have not undertaken any investigation to determine the existence or absence of facts and no inference as to our knowledge of the existence or absence of facts should be drawn from our serving as outside counsel for each of the Opinion Parties. As to various factual matters that are material to our opinions set forth herein, we have relied on the representations and warranties of each of the Opinion Parties set forth in the Documents and the Supporting Certificates. We also have relied on certificates of or telephone confirmations from public officials. We have not independently verified, nor do we assume any responsibility for, the factual accuracy or completeness of any such representations, warranties, statements or certificates. ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. April 30, 2007 Page 3 Moreover, our review of the Documents was conducted, and our opinions thereon are rendered, only as of the dates of execution, delivery and effectiveness of the same as indicated hereinabove, and we have not undertaken any investigation to determine the continued existence or absence of any facts upon which such Documents or opinions are predicated. In rendering this opinion, we have assumed, with your permission and without independent investigation or inquiry: (1) the genuineness of all signatures (including those of the Opinion Parties) on, and authenticity of, all Documents submitted to us as originals and the conformity to original documents of all Documents submitted to us as copies; (2) that all the parties to the Documents (including the Opinion Parties) have all requisite power and authority to enter into and perform their respective obligations under the Documents; (3) the due authorization, execution and delivery of all Documents by all parties thereto (including the Opinion Parties), (4) that no agreements and terms relating to the transaction contemplated by the Documents (the “Transaction”) exist except those expressed in the Documents; and (5) that the Documents constitute the binding obligations of the parties thereto (including the Opinion Parties), and each party thereto (including the Opinion Parties) has all requisite power and authority to perform its obligations thereunder. We also have assumed, with your permission and without independent investigation or inquiry, the following:
Primary Lawyer Group means those lawyers currently in our firm who have been responsible for representing and providing legal work for the Invesco Entities. Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
Primary Lawyer Group means that lawyer in Opinion Giver's organization who signs the Opinion Letter and, solely as to information relevant to an Opinion or confirmation issue, any lawyer in Opinion Giver's organization who is primarily responsible for providing the response concerning the particular issue.
Primary Lawyer Group means any lawyer in this firm who (i) signs this letter on behalf of the firm or (ii) actively renders Legal Services. In connection with delivering this letter, the lawyers in the Primary Lawyer Group, with your consent, have not made any inquiry of other lawyers practicing law with this firm or any review of files maintained by this firm. The statements made herein are set forth solely for your benefit and are addressed to you solely in your capacity as the initial purchaser of the Securities. Neither this letter nor any of such statements may be used or relied upon by, or assigned to, any other person (including any subsequent purchaser or transferee of the Securities), and neither this letter nor any copies hereof may be furnished to any other person, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent. We inform you that the Registration Statement became effective under the Securities Act on _______, 201__ and that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act. We are not representing the Company in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Transaction Documents. Further, we confirm to you that the Registration Statement, as of its effective date, and the Prospectus, as of its date, appeared to us on their face to respond in all material respects to the requirements of Form S-1, except that the foregoing statement does not address any requirement relating to financial statements, notes or schedules and financial and accounting data or information contained in or omitted from the Registration Statement or the Prospectus Supplement. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Purchase Agreement dated as of March 22, 2016, (“Purchase Agreement”), by and between SOLIGENIX, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:
Primary Lawyer Group means those lawyers who provided substantial legal services to the Issuer and the Guarantor in connection with the transactions contemplated by the Purchase Agreement, including but not limited to the preparation of the Registration Statement, Prospectus and the General Disclosure Package, and those lawyers who devote substantive attention to the legal affairs of the Issuer and the Guarantor in substantive areas of the law that, in our judgment, are reasonably likely to bear upon the opinions or other statements expressed herein (including, for the avoidance of doubt, those lawyers that regularly advise the Issuer and the Guarantor on matters relating to U.S. federal securities laws). Although nothing has come to our attention that causes us to question the accuracy of the factual information known to us, we have not, except to the extent expressly set forth herein, undertaken any independent review or investigation to determine the existence or absence of such facts, and no inference as to our knowledge of such facts should be drawn from the fact of our representation of the Issuer and the Guarantor. Based on the foregoing, it is our opinion that:
Primary Lawyer Group means any lawyer in this firm who (i) signs this opinion on behalf of the firm or (ii) actively renders legal services in connection with negotiating, documenting or reviewing the transactions contemplated by the Credit Agreement (the “Transactions”). In connection with delivering this opinion, the lawyers in the Primary Lawyer Group, with your consent, have not made any inquiry of other lawyers practicing law with this firm or any review of files maintained by this firm. We have also assumed that each of the Specified Loan Documents has been duly authorized, executed and delivered by each party thereto other than the Company and constitutes the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. To the Lender Parties party to the Credit Agreement, including ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent September 28, 2012 Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that: