FACTS AND ASSUMPTIONS Sample Clauses

FACTS AND ASSUMPTIONS. For the purposes of rendering this opinion we have assumed without further enquiry:
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FACTS AND ASSUMPTIONS. In rendering this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such certificates, corporate or other records, and other documents as we have deemed appropriate for the purpose of rendering this opinion. We have examined and relied upon, among other things, the FUNB Purchase Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement, the Prospectus and the Confidential Offering Circular (collectively, the "Applicable Documents") and the certificates, opinions, agreements and other documents (including exhibits thereto) delivered in connection with the issuance and sale of the Certificates. We have assumed that no party to any of the Applicable Documents has entered into any agreement or understanding, either written or oral, inconsistent with the terms of any of the Applicable Documents or the assumptions or discussion in this opinion or that is otherwise related to the subject matter of any of the Applicable Documents, or which otherwise pertains to the transfer of the FUNB Mortgage Loans from FUNB to the Depositor pursuant to the FUNB Purchase Agreement other than as expressly set forth in such documents or in this opinion. Capitalized terms that are not defined herein shall have the same meanings as in the Pooling and Servicing Agreement. We have assumed and relied upon the genuineness and due authorization of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies. The opinions expressed herein are based upon and subject to the assumed compliance by FUNB and the Depositor at all relevant times, with the facts and assumptions set forth herein. We have been advised of the following facts by FUNB and the Depositor. In rendering our opinion, we have relied upon certain factual representations, warranties and covenants material to this opinion which are set forth in the Applicable Documents and on the certificates of officers or representatives of FUNB and the Depositor in which they represent that the applicable facts and assumptions set forth herein are accurate. We have not made any independent inquiry with regard to the accuracy of the matters stated in such certificates or in the documents reviewed. In rendering our opinions, and based on the documents referenced above, we have as...
FACTS AND ASSUMPTIONS. ‌ HCA currently has a marketing agreement with a third party vendor to offer auto and home insurance to PEB members and their dependents. This agreement allows the third party vendor to offer vehicle/property products directly to PEB subscribers twice per year via a mailed advertisement and an email campaign. In addition, the third party attends PEB’s annual open enrollment benefit fairs statewide and also has promotional materials included in new employee welcome packets. HCA desires to contract with at least two (2) vendors to provide either a group vehicle/property product that sets group rates and affinity program discounts, or an overall group discount that could be applied to individually underwritten vehicle/property insurance policies for PEB Subscribers and their Dependents. Any contract resulting from a future potential RFP will not include direct access by the vendor to email and/or mailing addresses of the PEB population; instead HCA would provide visibility to the product(s) offered as a result of any potential RFP on the HCA website, in new employee welcome packets, at annual benefit fairs, and wellness events.
FACTS AND ASSUMPTIONS. In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Relevant Documents and such other documents and records as we have deemed relevant or necessary as the basis for the opinions set forth below. We have also made such inquiries of officers and representatives of Tampa and TRC as we have deemed relevant or necessary as the basis for the opinions set forth below. We have The Parties Listed on Schedule A Hereto Re: TEC Receivables Corp. ______________ __, 2005 relied upon, and assumed the accuracy of, such certificates and other documents and records and statements made in response to our inquiries with respect to the factual matters set forth herein and we have assumed (i) the genuineness of all signatures and the authenticity of all documents submitted to us as originals and (ii) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies. In addition to the foregoing, we have assumed that the following statements (except for the statements set forth in paragraphs 1 through 3 below which are summaries of written documents in existence as of the date hereof and which we have reviewed) are true on the date hereof and will remain true at all other times relevant to this opinion except to the extent that any such statements (or facts or circumstances within such statements) relate to the financial condition of Tampa other than on the date of the initial Purchase and immediately following the date of the initial Purchase:
FACTS AND ASSUMPTIONS. A. The tabulation of historical daily collections receipts used to generate the Curve is derived from statistically valid samples of customer accounts billed during a specific study month.
FACTS AND ASSUMPTIONS. Refer to the Facts and Assumptions in Attachment A to this Annex.

Related to FACTS AND ASSUMPTIONS

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

  • Transfer and Assumption (a) Subject to obtaining Lender's prior written consent, which may be withheld in Lender's reasonable and absolute discretion, and subject to the terms and satisfaction of all of the conditions precedent set forth in this Section 5.26.3, Borrowers shall have a one-time right to Transfer the Property to one or more parties (the "TRANSFEREE BORROWER") and have the Transferee Borrower assume all of Borrowers' obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of the indemnitors and guarantors of the Loan Documents (collectively, a "TRANSFER AND ASSUMPTION"). Borrowers may make a written application to Lender for Lender's consent to the Transfer and Assumption, subject to the conditions set forth in paragraphs (b) and (c) of this Section 5.26.3. Together with such written application, Borrowers will pay to Lender the reasonable review fee then required by Lender. Borrowers also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys' fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs.

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

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