RELIANCE LIMITATION Sample Clauses

RELIANCE LIMITATION. This opinion is intended for the sole benefit of the addressees and may not be made available to or relied upon by any other person, firm or entity without our prior written consent. This opinion is limited to the matters expressly set forth in this letter, and no opinion has been implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we undertake no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in any law that may hereafter occur. Yours truly,
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RELIANCE LIMITATION. This opinion relates solely to the transactions contemplated by the Credit Agreement and is for the sole use and benefit of the addressees hereof, any permitted assigns under the Credit Agreement and any persons who from time to time become Lenders pursuant to the provisions of the Credit Agreement. It cannot be relied upon by other parties or in respect of other transactions without our express written consent. Yours truly, EXHIBIT A-2 FORM OF LEGAL OPINION OF XXXXXX & XXXXXX L.L.P. [To be attached] Credit Agreement Opinion [ ], 2011 Each of the Addressees Listed in the Attached Schedule I Re: Credit Facility for Canadian Forest Oil Ltd. Ladies and Gentlemen: We have acted as counsel to Forest Oil Corporation, a New York corporation (“Forest Oil”), in connection with the transactions contemplated by the Credit Agreement dated as of March 18, 2011 (the “Agreement”), among Canadian Forest Oil Ltd., a corporation amalgamated under the laws of the Province of Alberta, Canada (the “Borrower”), Lone Pine Resources Inc., a Delaware corporation (the “Parent”), the Lenders party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as the Administrative Agent (in such capacity, the “Administrative Agent”), and the other agents party thereto. This opinion letter is furnished to you pursuant to Section 4.2(c)(ii) of the Agreement. Unless otherwise defined in the body of this opinion letter, capitalized terms used herein shall have the meanings assigned to such terms in the Agreement. In rendering the opinions set forth below, we have reviewed an execution copy of the following documents and instruments:
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RELIANCE LIMITATION. This opinion is given solely for the benefit of the addressees hereof and any holder from time to time of the Notes, relates exclusively to the transactions outlined above and may not be used, relied upon or distributed to any other person (other than to a prospective Noteholder) or used in connection with any other transaction without our express prior written consent. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise you of a change in law or fact affecting or bearing upon the opinions rendered herein occurring after the date hereof which may come or be brought to our attention. Yours truly, FIELD LLP Xxxxxx X. Xxxxxxx DKN/tr EXHIBIT B-2 Opinion of Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, LLP June 25, 2013 Credit Suisse Securities (USA) LLC as representative of the Purchasers (as defined below) Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 and the Purchasers named in Schedule I to the Purchase Agreement Ladies and Gentlemen: We have acted as special Nevada counsel to Brookfield Residential Properties Inc., a corporation organized under the laws of the province of Ontario (the “Company”) and its wholly-owned subsidiary, Brookfield Residential US Corporation, a corporation organized under the laws of the state of Delaware (together, the “Issuers”), in connection with the issuance and sale by the Issuers of $500,000,000 principal amount of their 6.125% Senior Notes due 2022 (the “Securities”), pursuant to that certain Purchase Agreement, dated as of June 18, 2013 (the “Purchase Agreement”), by and among the Issuers, Credit Suisse Securities (USA) LLC, as representative (in such capacity, the “Representative”) of the several purchasers named in Schedule I thereto (the “Purchasers”), and the subsidiaries listed in Schedule II thereto (the “Guarantors”), including Brookfield Residential (US) LLC, a Nevada limited liability company (“Brookfield US”), Brookfield Residential (Missouri) LLC, a Nevada limited liability company (“Brookfield Missouri”), Brookfield Residential (Colorado) LLC, a Nevada limited liability company (“Brookfield Colorado”), and Xxxxx Financial LLC, a Nevada limited liability company (“Xxxxx” and, together with Brookfield US, Brookfield Missouri and Brookfield Colorado, the “Nevada Guarantors”), and pursuant to that certain indenture, dated as of June 25, 2013 (the “Indenture”), by and among the Issuers, the Guarantors party thereto, and Xxxxx Fargo Bank, National Association, as U.S. trustee (...
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RELIANCE LIMITATION. This opinion is given solely for the benefit of the addressees hereof and their respective successors and assigns, relates exclusively to the transactions outlined above and may not be used, relied upon or distributed to any other person (other than to a prospective successor or assign, as referred to above) or used in connection with any other transaction without our express prior written consent. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise you of a change in law or fact affecting or bearing upon the opinions rendered herein occurring after the date hereof which may come or be brought to our attention. Yours truly, FIELD LLP Xxxxxx X. Xxxxxxx DKN/jm Encl. Schedule I LENDERS Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Citibank, N.A. Deutsche Bank AG New York Branch Xxxxx Fargo Bank, N.A. JPMorgan Chase Bank, N.A. Royal Bank of Canada EXHIBIT XV FORM OF OPINION OF GOODMANS LLP [See attached] Exh. XV [—], 2013 Credit Suisse AG, Cayman Islands Branch Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Citibank, N.A. Deutsche Bank AG New York Branch Xxxxx Fargo Bank, N.A. JPMorgan Chase Bank, N.A. Royal Bank of Canada Dear Sirs/Mesdames: Re: Brookfield Residential Properties Inc. – Credit Agreement and Guaranty Brookfield Homes (Ontario) Ltd. – Guaranty
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RELIANCE LIMITATION. 6.1 This opinion is furnished solely for the benefit of the addressees hereof and is not to be quoted in whole or in part or otherwise referred to or disclosed to any other Person or in any other transaction, other than filing of this opinion as an Exhibit to the Registration Statement with the United States Securities and Exchange Commission. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise you of a change in law or fact affecting or bearing upon the opinions rendered herein occurring after the date hereof which may come or be brought to our attention. Yours very truly,
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RELIANCE LIMITATION. 5.1 This opinion is given solely for the benefit of the addressees hereof, relates exclusively to the transactions outlined above and may not be used, relied upon or distributed to any other person or used in connection with any other transaction without our express prior written consent; provided that a copy of this opinion may be shown to prospective Lenders and Participants in accordance with and subject to the confidentiality provisions of the First Lien Credit Agreement, the Second Lien Credit Agreement and the Holdings Credit Agreement and Participants may rely on this opinion as if they are addressees. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise you of a change in law or fact affecting or bearing upon the opinions rendered herein occurring after the date hereof which may come or be brought to our attention. Yours truly, BURNET, XXXXXXXXX & XXXXXX LLP EXHIBIT G SMART TECHNOLOGIES (HOLDINGS) INC. FORM OF CLOSING CERTIFICATE August 28, 2007 Pursuant to Section 4.01(a)(iii) of the Holdings Credit Agreement, dated as of August 28, 2007 (the “Credit Agreement”; terms defined therein being used herein as therein defined), among SMART Technologies (Holdings) Inc. (the “Borrower”), the Lenders from time to time party thereto, Deutsche Bank AG, Canada Branch, as administrative agent, and the other parties thereto, the undersigned Corporate Secretary of the Borrower hereby certifies on behalf of the Borrower and not in any personal capacity and without assuming any personal liability whatsoever as follows:
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Related to RELIANCE LIMITATION

  • Issuance Limitations Notwithstanding anything herein to the contrary, if the shares of Common Stock shall be traded on a national securities exchange and the Corporation has not obtained Shareholder Approval, then the Corporation may not issue, upon conversion of either the principal amount of, or Interest thereon, this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Exchange Agreement, and (ii) in connection with the conversion of the Class B Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and shares of Class B Preferred Stock held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or shares of Class B Preferred Stock and the amount of shares issued to the Holder pursuant to the Holder’s Notes and shares of Class B Preferred Stock was less than the Holder’s pro-rata share of the Issuable Maximum. The Corporation will use best efforts to obtain Shareholder Approval and the Holder understands and agrees that shares of Common Stock issued to and then held by the Holder as a result of conversions of Notes shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.

  • Advance Limitations Regardless of the number of Advance Shares requested by the Company in the Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced (if at all) in accordance with each of the following limitations:

  • Reliance, Etc Neither the Joint Lead Arrangers nor any Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

  • Reliance as a Safe Harbor For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

  • Reliance as Safe Harbor For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

  • Certain Limitations The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

  • Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.

  • Reliance Waivers Etc 37 7.1 Reliance 37 7.2 No Warranties or Liability 37 7.3 No Waiver of Lien Priorities 38 7.4 Waiver of Liability 39 7.5 Obligations Unconditional 40 SECTION 8. MISCELLANEOUS 40 8.1 Conflicts 40 8.2 Effectiveness; Continuing Nature of this Agreement; Severability 40 8.3 Amendments; Waivers 41 8.4 Information Concerning Financial Condition of the Obligors and its Subsidiaries 42 8.5 Subrogation 42 8.6 Application of Payments 42 8.7 SUBMISSION TO JURISDICTION; WAIVERS 43 8.8 Notices 44 8.9 Further Assurances 44 8.10 CHOICE OF LAW 44 8.11 Binding on Successors and Assigns 44 8.12 Headings 44 8.13 Counterparts 45 8.14 Authorization; Binding Effect on Claimholders 45 8.15 Exclusive Means of Exercising Rights under this Agreement 45

  • Limitation on Layering The Company shall not Incur any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to Senior Subordinated Indebtedness. No Subsidiary Guarantor shall Incur any Indebtedness if such Indebtedness is contractually subordinate or junior in ranking in any respect to any Guarantor Senior Indebtedness of such Subsidiary Guarantor unless such Indebtedness is Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor or is contractually subordinated in right of payment to Guarantor Senior Subordinated Indebtedness of such Subsidiary Guarantor.

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