Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions: A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified. A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Cascade Bancorp), Securities Purchase Agreement (Cascade Bancorp), Securities Purchase Agreement (Cascade Bancorp)
Assumptions. For purposes We assume:
(a) the authenticity and completeness of this opinion letterall documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies or received by facsimile transmission and the authenticity and completeness of the originals of such documents of which such copies or facsimiles have been supplied;
(b) that all certificates and other documents on which we have relied with your permission on expressed reliance remain accurate and that a further search of the following assumptions:
A-1 As to matters Companies Registry in Cardiff or a search of fact material the winding-up and administration petitions or notices of appointment of the Companies Court would not reveal any circumstances relating to the opinions expressed hereinIssuer or Guarantor which would affect this opinion;
(c) the genuineness of all signatures, we have relied upon stamps and seals;
(d) that the statements or certificates resolutions of the Company and you pursuant to the Agreement and upon certificates and statements board of government officials and of officers directors of the Company. In additionIssuer and the Guarantor referred to in paragraph 2 of Schedule 1 were duly passed at a duly constituted and convened meeting of duly appointed directors of the Issuer or the Guarantor, we have examined originals or copies of documentsas appropriate, corporate records and other writings that we consider relevant with all necessary interests being disclosed by directors for the purposes of Section 317 of the Companies Act 1985 and the Issuer’s or the Guarantor’s, as appropriate, memorandum and articles of association and that such resolutions have not been amended, modified, revoked or rescinded (except as referred to therein) and are in full force and effect;
(e) neither the Issuer or the Guarantor has passed a voluntary winding-up resolution, that no petition has been presented or order made by a court for the winding-up, dissolution or administration of the Issuer or the Guarantor and that no receiver, trustee, administrator or similar officer has been appointed in relation to the Issuer or the Guarantor or any of its or their assets or revenues and no application has been made to the Registrar of Companies for the striking off of the Issuer or the Guarantor from the Register of Companies;
(f) the documents listed in Schedule 1 contain all relevant informational material for the purposes of our opinion and there is no other arrangement between the parties or any other matter which renders such information incomplete or misleading or which otherwise affects the conclusions stated in this opinion. In ;
(g) any document referred to in Schedule 1 which is in draft form will not differ from such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.draft when in final form; and
A-2 In making our examination of documents, we have further assumed that (ih) each party to such documents no law (other than the Company in connection with the AgreementEnglish law) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing affects any of the rights provided for conclusions stated in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthis opinion.
Appears in 2 contracts
Sources: Exchange Notes Agreement (United Biscuits Finance PLC), Senior Subordinated Notes Agreement (United Biscuits Finance PLC)
Assumptions. For the purposes of this opinion lettergiving our Opinion, we have relied with your permission assumed:
2.1 the genuineness of all signatures and seals;
2.2 the authenticity and completeness of all documents submitted to us as originals, and the completeness of the records maintained at Companies House;
2.3 the completeness and the conformity to originals of all documents supplied to us by Companies House as downloadable documents and the authenticity of the originals of such documents;
2.4 that the records maintained by Companies House and available for our inspection online as at the date of our Opinion are accurate, complete and up-to-date in all respects;
2.5 that the representations and warranties respectively made and given in the Bank Machine Business Confirmation, the Green Team Business Confirmation and the Security Confirmation are true and correct in all respects as at the date of our Opinion;
2.6 that the information disclosed by the Telephone Search was accurate as of the date the Telephone Search was made and has not been altered, and that the Telephone Search did not fail to disclose any information which had been delivered for filing but did not appear from the information available at the time it was made, or which ought to have been filed at that time but had not been so filed, and that no additional matters would have been disclosed by any similar search being carried out since that time;
2.7 the absence of fraud and the presence of good faith on the following assumptions:part of Cardtronics and the Companies and their respective officers, employees, agents and advisers;
A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates 2.8 that (a) both of the Company Companies are fully solvent at the time of and you pursuant to immediately following the Agreement execution and upon certificates and statements delivery of government officials and of officers our Opinion; (b) neither of the Company. In additionCompanies will be insolvent as a consequence of doing any act or thing which the Secondary Offering contemplates, permits or requires either Company to do; (c) no resolution or petition for the appointment of a liquidator or administrator has been passed or presented in relation to either of the Companies; and (d) no receiver has been appointed in relation to any of the assets or undertaking of either of the Companies; and
2.9 that there is or are no factual information or documents possessed or discoverable by persons other than ourselves of which we have examined originals or copies are not aware but of documents, corporate records and other writings that which we consider relevant should be aware for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verifiedour Opinion.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunder.
Appears in 2 contracts
Sources: Underwriting Agreement (Cardtronics Inc), Underwriting Agreement (Cardtronics Inc)
Assumptions. For purposes of this opinion letter, we have relied with your permission on the following assumptions:
A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement Agreements and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the AgreementAgreements) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the AgreementAgreements) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the AgreementAgreements), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the AgreementAgreements, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement Agreements has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the AgreementAgreements, have acted in good faith and without notice of any defense against the enforcement of any rights created by the AgreementAgreements. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement Agreements that would modify or interpret the terms of the Agreement Agreements or the respective rights or obligations of the parties thereunder.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cascade Bancorp), Securities Purchase Agreement (Cascade Bancorp)
Assumptions. For purposes In considering the documents referred to above we have assumed:
4.1 the genuineness of all signatures and seals on the New York Law Documents and that any signature or execution pages on which any such signatures and/or seals appear physically formed part of complete and final versions of those documents at the time of signing and/or sealing;
4.2 the accuracy and completeness of all facts stated in any such documents and of all representations and warranties given by or in respect of any party to the New York Law Documents (except insofar as they relate to matters of law on which we expressly opine in this opinion letter, we have relied );
4.3 the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us in electronic form or as photocopies or facsimile transmitted copies or other copies of originals and the authenticity and completeness of the originals from which such copies were taken;
4.4 that Delphi Automotive LLP was carrying on business in accordance with your permission the Partnership Agreement on the following assumptions:date of execution of the Indenture;
A-1 As to matters 4.5 the lack of fact material bad faith and the absence of fraud, coercion, duress or under influence on the part of any party to the opinions expressed hereinNew York Law Documents and/or its directors, employees, agents and advisers;
4.6 that the parties to the Partnership Agreement had the capacity and power to enter into the Partnership Agreement, that the Partnership Agreement was duly authorised by and duly executed and delivered by or on behalf of each of the parties to it in the form examined by us (and we have relied upon the statements or certified copy of the Partnership Agreement referred to in Paragraph 3.2.1 above) and that the Partnership Agreement creates legal, valid, binding and enforceable obligations under the laws of Delaware by which it is expressed to be governed;
4.7 that the certificates of the Company Secretary of each English Guarantor referred to in Paragraphs 3.2 and you pursuant 3.3 above are correct in all respects and do not fail to disclose any matters which had they been disclosed would be material in connection with the giving of the opinions contained in this opinion letter, and there have been no changes to the matters referred to in that certificate;
4.8 that the written resolutions adopted by Delphi Automotive LLP’s Board of Managers, referred to in Paragraph 3.2.3 above were duly passed in accordance with the notice, quorum, voting and other similar terms of the Partnership Agreement and upon certificates that any provisions contained in any relevant law or regulation relating to the declaration of members’ interests were duly observed in relation to the resolutions referred to above and statements that no member of government officials and Delphi Automotive LLP acted in breach of officers his duty in voting on any of the Companyresolutions or members consents;
4.9 that the written resolutions adopted by ▇▇▇▇▇▇ ▇▇▇▇▇▇ UK Limited’s Board of Directors, referred to in Paragraph 3.3.3 above were duly passed in accordance with the notice, quorum, voting and other similar requirements of the Companies Act 2006 and the Constitutional Documents;
4.10 that each New York Law Document has, in fact, been delivered by or on behalf of each English Guarantor and no New York Law Document is subject to any escrow or similar arrangement;
4.11 that in entering into the New York Law Documents, each English Guarantor did so in good faith and for the purpose of carrying on their businesses and at the time that the New York Law Documents were entered into there were reasonable grounds for the members of each English Guarantor to believe that the transactions to which the New York Law Documents relate, and the execution and delivery by each English Guarantor of the New York Law Documents and the exercise of its rights and the performance of its obligations thereunder, would materially benefit each English Guarantor and be likely to promote its success for the benefit of its members as a whole;
4.12 that at the time the New York Law Documents were executed, neither English Guarantor had passed a voluntary winding-up resolution, that no petition had been presented to or order made by a court for the winding up or dissolution of either English Guarantor, that no application had been made to a court, and no order had been made by the court, for an administration order in respect of either English Guarantor, that no appointment of an administrator and no notice of an intention to appoint an administrator had been made out of court or been given or filed with the court in respect of either English Guarantor and that no receiver, trustee, administrator, provisional liquidator, administrative receiver or similar officer had been appointed in relation to either English Guarantor or any of its assets or revenues. In additionHowever, we note that the New York Law Documents were entered into more than two months ago and typically any such appointments or actions would have been disclosed by the searches of the type described in paragraph 3.4 above had they been made two months thereafter and we can confirm that none of the same are disclosed by the Searches;
4.13 that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. It should be noted, however, that the Searches may not reveal whether any of the matters referred to in paragraph 4.12 above have occurred;
4.14 that none of the parties is or will be seeking to achieve any purpose not apparent from the New York Law Documents which might render any of the New York Law Documents illegal, void or unenforceable;
4.15 that there are no provisions of the laws of any country or jurisdiction outside England which would have any implications for the opinions we express. Our opinion is confined to, and given on the basis of, English law as applied by the English courts at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England (and, in particular, we have examined originals not made any investigation of the laws of New York) and we do not express or copies of documentsimply any opinion thereon. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than England (and, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examinationpurpose, we have assumed that all statutory instruments and/or regulations made in England in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under English law). The opinions given in this opinion letter are strictly limited to the signatures on documents matters stated in Paragraph 5 below and instruments examined do not extend to and are not to be read as extending by us are authentic, that each is what it purports implication to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (any other than the Company matters in connection with the Agreement) had the power, legal competence New York Law Documents. We express no opinion as to matters of fact. This opinion letter and capacity to enter into and perform all non-contractual obligations arising out of such party’s obligations thereunder, (ii) each party to such documents (other than the Company or in connection with it shall be governed by and construed in accordance with English law as at the Agreement) has duly authorized, executed and delivered such documents, (iii) each date of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthis opinion letter.
Appears in 2 contracts
Sources: Legal Opinion (Delphi Trade Management, LLC), Legal Opinion (Delphi Trade Management, LLC)
Assumptions. For purposes of this opinion letterIn such examination and in rendering the opinions expressed below, we have relied assumed, without any independent investigation or inquiry: (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to authentic original documents of all documents submitted to us as copies; (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures; and (v) with your permission respect to each Person expressed to be a party to the documents submitted to us, that (A) such Person is validly existing and in good standing under the laws of the jurisdiction in which it was formed or incorporated and is qualified to engage in business and in good standing in all other jurisdictions in which such qualification is necessary, (B) such Person has or had at all relevant times all necessary power and authority to execute, deliver and perform its obligations under such documents, (C) the execution and delivery of, and performance of its obligations under, such documents have been duly authorized by all necessary action on the following assumptions:
A-1 As to matters part of fact material to the opinions expressed hereinsuch Person, we and (D) such documents have relied upon the statements been duly executed and delivered by or certificates on behalf of the Company such Person and you pursuant to the Agreement constitute legal, valid and upon certificates and statements binding obligations of government officials and of officers of the Companysuch Person, enforceable against such Person in accordance with their respective terms. In addition, we have examined originals or copies made such investigations of documents, corporate records law as we have deemed relevant and other writings that we consider relevant necessary as a basis for the purposes opinions expressed below. As to matters of fact relevant to the opinions expressed in this opinion. In such examinationletter, we have assumed that relied, without any independent investigation or inquiry, upon certificates and similar documents of governmental authorities, upon certificates of officers and representatives of the signatures on documents Borrower and instruments examined Pledgor and upon the representations and warranties of the Borrower, Pledgor and other Persons contained in the Opinion Documents. Ormat Nevada Inc. December 20, 2011 Statements in this opinion which are qualified by us are authenticthe expression “to our knowledge”, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, “of which facts we have not independently verified.
A-2 In making our examination knowledge”, “known to us” or other expressions of documents, we like import are limited solely to the current actual knowledge of the individual attorneys in this firm who have further assumed that (i) each party devoted substantive attention to such documents (other than the Company representation of the Borrower in connection with the Agreement) had negotiation, execution and delivery of the powerOpinion Documents. We have not undertaken any independent investigation to determine the accuracy of any such statement, legal competence and capacity to enter into and perform all any limited inquiry undertaken by us during the preparation of this opinion should not be regarded as such party’s obligations thereunder, (ii) each party to such documents (an investigation. We express no opinion in this letter regarding the laws of any jurisdiction other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any Federal bankruptcy laws of the rights provided for in the Agreement, United States of America (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct Title 11 of the parties to United States Code) as in effect on the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and date hereof (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement“Federal Bankruptcy Laws”). We have also assumed that there are made no extrinsic agreements investigation and we express no opinion herein concerning any other laws of any jurisdiction, including, without limitation, of any state, city, county, municipal or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement other local laws within any state or the respective rights or obligations of the parties thereundereffect thereof.
Appears in 1 contract
Assumptions. For purposes the purpose of giving this opinion letterOpinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have relied with your permission not verified independently any assumption:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon, that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the following assumptions:copy.
A-1 As 3.2 That the Transaction Documents have been delivered by the parties thereto and are not subject to matters any escrow arrangements.
3.3 That the copies produced to us of fact material minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the opinions expressed hereinmeeting and acted bona fide throughout, we that no further resolutions have relied upon been passed or corporate or other action taken which would or might alter the statements effectiveness thereof and that such resolutions have not been amended or certificates rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Acts and the Articles of Association of the Company and you pursuant none of the directors of the Company has any interest in the Transaction except to the Agreement and upon certificates and statements extent permitted by the Articles of government officials and of officers Association of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination 3.5 The absence of documentsfraud, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraudcoercion, duress or undue influence, (vi) influence and lack of bad faith on the conduct part of the parties to the Agreement has complied with any requirement of good faithTransaction Documents and their respective officers, fair dealing and conscionabilityemployees, agents and (vi) you, and any agent acting for you in connection with the transactions contemplated by exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the Agreementsearches referred to in paragraph 1.8(d) and the certificate from the Company in the Closing Certificate, have acted no person who has been appointed or acts in good faith and without notice any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has been the subject of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms a declaration under Section 150 of the Agreement or the respective rights or obligations of the parties thereunder1990 Act (as amended).
Appears in 1 contract
Sources: Credit Agreement (Mallinckrodt PLC)
Assumptions. For purposes of In considering the Document and in rendering this opinion letter, we have relied with your permission on without further enquiry, assumed that as of the following assumptions:date hereof: Authenticity and Completeness of Documents
A-1 As (a) the authenticity and completeness of all documents submitted to matters of fact material us as originals; the completeness and conformity to the opinions expressed hereinoriginals of all copy (including facsimile or pdf copy) documents, we have relied upon certificates, letters, resolutions, powers of attorney, documents, permissions, minutes, authorisations and all other copy documents of any kind furnished to us; and the statements or certificates authenticity and completeness of the Company originals of any such copies (including facsimile or pdf copies) examined by us;
(b) the genuineness of all signatures and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined seals on documents originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we which have assumed been examined by us; that the signatures on documents Document has been duly and instruments examined unconditionally delivered by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company Companies) on the respective dates therein stated; and that all escrow or similar arrangements, agreements or understandings in connection with the Agreement)Document and all conditions required to be met before the Document and/or any obligation thereunder is or is deemed to be or have been delivered and/or made effective, have been met and satisfied;
(ivc) there is that the copies produced to us (including copies annexed to the Certificates) of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record; that any meetings referred to therein were duly convened and held, that those present at any such meetings acted bona-fide throughout, that all resolutions set out in such copies were duly passed and that no fact further resolutions have been passed, or circumstance relating corporate or other action taken, which would or might alter the effectiveness thereof and in this regard we refer to you the Certificates;
(d) that where a document has been examined in draft or your business specimen form it has been executed in the form of that might prevent you from enforcing any draft or specimen as examined by us;
(e) the completeness and accuracy as of the rights provided for date hereof of:
(i) all statements in, and attachments to, the Certificates;
(ii) representations contained in the AgreementDocument as to matters of fact, and matters of law other than Irish law; and
(viii) there the results of the Searches; and that further searches would not reveal any circumstances which would affect this opinion letter; The Document and related documentation
(f) that the directors of each Company in authorising the entry into and the execution and the performance of, the Document to which it is a party have exercised their powers in good faith in the interests of such Company, its shareholders, creditors and employees, and have used due skill, care and diligence in considering and approving the matters before them;
(g) that the Document has not been any mutual mistake entered into by the parties thereto for bona fide commercial purposes, on an arm’s-length basis having regard to the relationship of fact or misunderstanding, the parties and for their respective corporate benefit;
(h) an absence of fraud, duress or bad faith, undue influence, coercion, mistake or duress on the part of any party to the Document or their respective employees, agents, directors or advisers;
(vii) that the warranties and representations set out in the Document (other than warranties and representations as to matters of Irish law upon which we have opined in this opinion letter), are true and accurate at the date at which they are expressed to be made;
(j) that there are no agreements or arrangements in existence or contemplated between the parties (or any of them) to the Document which have not been disclosed to us and which in any material way amend, add to or vary the terms or conditions of the Document, or the respective rights and interests of the parties thereto, or create any rights over any property the subject matter of the Document; that there are no contractual or similar restrictions binding on the parties which would affect the conclusions in this Opinion; Solvency
(k) that each Company is not and will not be as a result of the transactions contemplated by the Document, insolvent or unable to pay its debts, or deemed to be so under any applicable statutory provision or law, as at (i) the conduct date of execution of the Document to which it is party, (ii) the effective date of the Document to which it is party or (iii) the date of this Opinion; All Parties
(l) the due performance of the Document by all parties (other than the Companies with respect to the matters that are the subject of this Opinion) thereto;
(m) that each of the parties to the Agreement Document, other than the Companies:
(i) has complied with any requirement of good faith, fair dealing been duly incorporated and conscionabilityis validly existing and has all necessary capacity and power, and has obtained all necessary consents, licences and approvals (vigovernmental, regulatory, legal or otherwise) youto enter into the Document and to perform its obligations thereunder; and
(ii) has validly authorised entry into, and has duly executed, the Document to which it is party;
(n) that as a matter of all relevant laws (including in particular in relation to the Document the law expressed therein to be the governing law) other than the laws of Ireland:
(i) all obligations under the Document are valid, legally binding upon, and enforceable in accordance with their terms against, the respective parties thereto; that the choice of governing law under the Document is valid; and, insofar as is relevant to any agent acting for you matter opined on herein, that words and phrases used therein have the same meaning and effect as they would if such documents were governed by Irish law; and
(ii) all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary in connection with order to permit the transactions contemplated by execution, delivery or performance of the AgreementDocument or to perfect, have acted in good faith and without notice protect or preserve any of any defense against the enforcement of any rights interests created by the Agreement. We Document, have also assumed that there are no extrinsic agreements been obtained, made or understandings among the parties to the Agreement that would modify done or interpret the terms of the Agreement will be obtained, made or the respective rights or obligations of the parties thereunder.done within any relevant permitted period(s);
Appears in 1 contract
Sources: Term Loan Credit Agreement
Assumptions. For purposes We have assumed the legal capacity and competence of this opinion letterall natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of such original documents. As to certain matters we have relied with your permission exclusively upon certificates, representations and other statements of one or more of the Clients (or officers and/or other representatives thereof) and public officials (including, without limitation, those set forth in the Good Standing Certificate) and upon the representations and warranties of the Clients contained in the Reviewed Contracts. We have assumed that all representations and warranties of each party set forth in the Reviewed Contracts were and continue to be accurate in all material respects. With respect to any representation, statement or certificate on the following assumptions:
A-1 As to matters of fact material to the opinions expressed herein, which we have relied upon and that was given or dated earlier than the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes date of this opinion. In such examinationletter, we have assumed that the signatures on documents information contained therein has remained accurate, as far as relevant to the opinions contained herein, from such earlier date through and instruments examined by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform including the date of this letter. In accordance with the originals, which facts we have not independently verified.
A-2 In making our examination general policies of documentsthis law firm in rendering legal opinions, we have further assumed for purposes of the opinions expressed herein that no fraud exists with respect to the Reviewed Contracts or the transactions contemplated thereby or with respect to any other matter relevant to such opinions and that the execution and delivery of the Reviewed Contracts by all intended parties thereto are free of intentional or unintentional mistake or misunderstanding, undue influence, duress and criminal activity. In addition, as to each person or entity that is contemplated to be a party to any Reviewed Contract (any such person or entity, a “Party”) we have assumed that (ia) each party to such documents Party (other than BLFC) has duly executed and delivered such Reviewed Contract in the Company in connection with form of the Agreementdraft thereof presented to and reviewed by us, (b) at the time it executed or delivered such Reviewed Contract, such Party (other than BLFC) had the powerfull and valid power and authority, and legal competence capacity, to execute and capacity deliver such Reviewed Contract and to enter into and perform all of such party’s its obligations thereunder, (iic) each party to if such documents Party (other than BLFC) is a corporation or other entity, at the Company time it executed or delivered such Reviewed Contract, it was duly incorporated, organized or otherwise formed, validly existing and in connection good standing under the laws of the jurisdiction of its incorporation, organization or other formation, as applicable, (d) if such Party (other than BLFC) is a corporation or other entity, the execution, delivery and performance by such Party of such Reviewed Contract were (prior to the execution and delivery of such Reviewed Contract) duly authorized and approved by all necessary corporate or other action on the part of such Party and do not conflict with or constitute a default under any formation, organizational or governing document of such Party, (e) except with respect to the AgreementClients to the extent set forth in opinion paragraphs V and VI of Section C hereof, the execution, delivery and performance of such Reviewed Contract by such Party is not in violation of any court order, decree or other legal requirement, restriction or constraint and (f) except with respect to the Clients to the extent set forth in opinion paragraphs V and VI of Section C hereof, the execution, delivery and performance of such Reviewed Contract by such Party is not in breach of any contract or other To Each of the Persons Listed On Schedule A Attached hereto May 30, 2013 Page 3 obligation to which such Party is a party or by which such Party is otherwise bound. We have further assumed, with respect to each Party, other than the Clients (any Party, other than the Clients, an “Other Party”), that each Reviewed Contract to which such Other Party is contemplated to be a party constitutes a legal, valid and binding obligation of such Other Party, enforceable against such Other Party in accordance with its terms. With your consent and permission, except as expressly stated herein, we have made no independent examination of the affairs of any Client or of any other instruments, agreements or documentation not expressly specified herein to which any Client may be subject and (except as herein otherwise stated) have made no special investigation or review of any laws, rules or regulations or any judgments, decrees, franchises, certificates, permits or the like applicable to any Client. Nor have we made any independent examination of the affairs of any Other Party or of any other instruments, agreements or documentation not expressly specified herein to which any Other Party may be subject and have made no special investigation or review of any of the laws, rules, regulations, judgments, decrees, franchises, certificates, permits or the like applicable to any Other Party. Without limiting the foregoing, we have made no investigation of the books, records, files or other business papers of the Other Parties or of (except as expressly set forth in this opinion letter) any Client, and we have made no investigation in any court, agency, governmental office or elsewhere. For the purpose of rendering the opinions set forth herein, with your consent and permission, we have also assumed, without any independent investigation, that:
(1) each of the Reviewed Contracts has duly authorized, been executed and delivered such documentsin the form of the final draft thereof presented to and reviewed by us;
(2) there are no agreements or understandings, written or oral, among the Parties (iiior any of them) each of such documents is enforceable against or others and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact usage of trade or circumstance relating course of prior dealing among the Parties (or any of them) that would, in either case, define, supplement, qualify, expand or otherwise modify the terms of any of the Reviewed Contracts (or the respective rights and obligations of the Parties as set forth therein) or otherwise cause any of the Reviewed Contracts to you be interpreted or your business enforced other than in accordance with their respective terms or that might prevent you from enforcing would otherwise have an effect on the opinions rendered herein;
(3) the constitutionality or validity of any relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the State of New York has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity;
(4) in exercising any of the rights (including, without limitation, the exercise of any discretion) or remedies provided for under, or in the Agreementenforcing, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to Reviewed Contracts, the Agreement has complied with Agent and the Lenders (or any requirement of good faith, fair dealing and conscionability, and successor (vis) youor assign (s) thereof), and any agent acting for you or representative thereof, will, notwithstanding any provision contained in connection with any Reviewed Contract or other document to the transactions contemplated by the Agreementcontrary, have acted deal fairly and act in good faith and without notice with diligence, reasonableness and care and conduct itself, and exercise such rights and remedies, and enforce the Reviewed Contracts, in a commercially reasonable manner;
(5) neither the Agent nor any Lender will take any discretionary action (including a decision not to act) permitted under such Reviewed Contract that would result in a violation of law, or constitute a breach or default under any other agreement, or constitute a breach or default of any defense against court order; and
(6) all contracts relevant to this opinion, other than the enforcement Reviewed Contracts, to which any Client is a party or by which any of its property is bound and judicial and administrative decrees, writs, injunctions, judgments, rulings or orders that name any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderClients and that are specifically addressed to them (collectively, “Court Orders”) would be enforced as written.
Appears in 1 contract
Sources: Credit Agreement (Bunge LTD)
Assumptions. For purposes In considering the documents referred to above we have assumed:
4.1 the genuineness of all signatures and seals on the New York Law Documents and that any signature or execution pages on which any such signatures and/or seals appear physically formed part of complete and final versions of those documents at the time of signing and/or sealing;
4.2 the accuracy and completeness of all facts stated in any such documents and of all representations and warranties given by or in respect of any party to the New York Law Documents (except insofar as they relate to matters of law on which we expressly opine in this opinion letter, we have relied );
4.3 the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us in electronic form or as photocopies or facsimile transmitted copies or other copies of originals and the authenticity and completeness of the originals from which such copies were taken;
4.4 that Delphi Automotive LLP was carrying on business in accordance with your permission the Partnership Agreement on the following assumptions:date of execution of the Supplemental Indenture;
A-1 As to matters 4.5 the lack of fact material bad faith and the absence of fraud, coercion, duress or under influence on the part of any party to the opinions expressed hereinNew York Law Documents and/or its directors, employees, agents and advisers;
4.6 that the parties to the Partnership Agreement had the capacity and power to enter into the Partnership Agreement, that the Partnership Agreement was duly authorised by and duly executed and delivered by or on behalf of each of the parties to it in the form examined by us (and we have relied upon the statements or certified copy of the Partnership Agreement referred to in Paragraph 3.2.1 above) and that the Partnership Agreement creates legal, valid, binding and enforceable obligations under the laws of Delaware by which it is expressed to be governed;
4.7 that the certificates of the Company Secretary of each English Guarantor referred to in Paragraphs 3.2 and you pursuant 3.3 above are correct in all respects and do not fail to disclose any matters which had they been disclosed would be material in connection with the giving of the opinions contained in this opinion letter, and there have been no changes to the matters referred to in that certificate;
4.8 that the written resolutions adopted by the members of Delphi Automotive LLP, referred to in Paragraph 3.2.3 above were duly passed in accordance with the notice, quorum, voting and other similar terms of the Partnership Agreement and upon certificates that any provisions contained in any relevant law or regulation relating to the declaration of members’ interests were duly observed in relation to the resolutions referred to above and statements that no member of government officials and Delphi Automotive LLP acted in breach of officers his duty in voting on any of the Companyresolutions or members consents;
4.9 that the written resolutions adopted by Delphi Holdfi UK Limited’s Board of Directors, referred to in Paragraph 3.3.3 above were duly passed in accordance with the notice, quorum, voting and other similar requirements of the Companies ▇▇▇ ▇▇▇▇ and the Constitutional Documents;
4.10 that the Supplemental Indenture has, in fact, been delivered by or on behalf of each English Guarantor and no New York Law Document is subject to any escrow or similar arrangement;
4.11 that in entering into the Supplemental Indenture, each English Guarantor did so in good faith and for the purpose of carrying on their businesses and at the time that the Supplemental Indenture was entered into there were reasonable grounds for the members of each English Guarantor to believe that the transactions to which the Supplemental Indenture relates, and the execution and delivery by each English Guarantor of the Supplemental Indenture and the exercise of its rights and the performance of its obligations thereunder, would materially benefit each English Guarantor and be likely to promote its success for the benefit of its members as a whole;
4.12 that at the time the Supplemental Indenture was executed, neither English Guarantor had passed a voluntary winding-up resolution, that no petition had been presented to or order made by a court for the winding up or dissolution of either English Guarantor, that no application had been made to a court, and no order had been made by the court, for an administration order in respect of either English Guarantor, that no appointment of an administrator and no notice of an intention to appoint an administrator had been made out of court or been given or filed with the court in respect of either English Guarantor and that no receiver, trustee, administrator, provisional liquidator, administrative receiver or similar officer had been appointed in relation to either English Guarantor or any of its assets or revenues;
4.13 that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. In additionIt should be noted, however, that the Searches may not reveal whether any of the matters referred to in paragraph 4.12 above have occurred;
4.14 that none of the parties is or will be seeking to achieve any purpose not apparent from the New York Law Documents which might render any of the New York Law Documents illegal, void or unenforceable;
4.15 that there are no provisions of the laws of any country or jurisdiction outside England which would have any implications for the opinions we express. Our opinion is confined to, and given on the basis of, English law as applied by the English courts at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England (and, in particular, we have examined originals not made any investigation of the laws of New York) and we do not express or copies of documentsimply any opinion thereon. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than England (and, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examinationpurpose, we have assumed that all statutory instruments and/or regulations made in England in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under English law). The opinions given in this opinion letter are strictly limited to the signatures on documents matters stated in Paragraph 5 below and instruments examined do not extend to and are not to be read as extending by us are authentic, that each is what it purports implication to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (any other than the Company matters in connection with the Agreement) had the power, legal competence New York Law Documents. We express no opinion as to matters of fact. This opinion letter and capacity to enter into and perform all non-contractual obligations arising out of such party’s obligations thereunder, (ii) each party to such documents (other than the Company or in connection with it shall be governed by and construed in accordance with English law as at the Agreement) has duly authorized, executed and delivered such documents, (iii) each date of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthis opinion letter.
Appears in 1 contract
Assumptions. For purposes of In rendering this opinion letter, we have relied with your permission on the following assumptions:
A-1 As to matters of fact material to the opinions expressed herein, we have relied upon the statements or certificates of the Company and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In additionopinion, we have examined and relied on originals or copies copies, certified or otherwise identified to our satisfaction, of documentsthe documents listed on Exhibit A, corporate records as well as factual certificates received from the Originators and other writings that Seller (the “Certificates”), and we consider relevant have also examined such statutes, regulations, rulings and judicial decisions as we deem necessary to render this opinion. We have assumed for the purposes purpose of this opinion. In such examination, we have assumed with your approval and without independent verification or investigation, (i) that the signatures on all documents and instruments examined by us are authenticgenuine, that each is what it purports to be, and (ii) that all documents submitted to us as originals are authentic, and instruments (iii) that all documents submitted to us as copies or facsimiles conform with the originals. We have assumed, which facts we have not independently verified.
A-2 In making our examination of documentswith your approval and without independent verification or investigation, we have further assumed that (i) each party the due authorization, execution and delivery by the parties thereto of the Transaction Documents (as that term is defined in Exhibit A), and that the parties to such documents (other than the Company in connection with the Agreement) had the Transaction Documents have full power, authority and legal competence right, as the case may be, to execute and capacity deliver the Transaction Documents, and to enter into perform and perform all of such party’s obligations thereunder, observe the respective provisions thereof; (ii) that each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faithTransaction Documents is duly organized or formed, fair dealing and conscionabilityvalidly existing, and in good standing or full force and effect in the jurisdiction where it was formed; and (viiii) youthat each of the Transaction Documents constitutes the legal, valid and binding obligation of, and any agent acting for you is enforceable in connection accordance with its terms against, the transactions contemplated respective parties thereto (except as such enforceability may be limited by the Agreementbankruptcy, have acted in good faith and without notice of any defense against insolvency or similar laws affecting the enforcement of creditors’ rights generally). With respect to past or present facts and to present intentions as to future conduct, we have examined and relied, with your approval and without independent verification or investigation, on the representations as to matters of fact contained in the Certificates (as that term is defined in Exhibit A), copies of which are attached hereto, and have assumed that those representations are true and accurate in all respects. In connection with this opinion, we do not purport to be qualified to express legal conclusions based on the law of any rights created state or jurisdiction other than the law of the State of Ohio and the federal law of the United States of America as it may be applied in an adversary proceeding, contested matter or civil action that involves substantive consolidation, whether property constitutes property of the estate or the applicability of the automatic stay, without giving effect to conflict of laws provisions, and accordingly, we express no opinion as to the law of any other state within the United States of America or of any other jurisdiction. We call to your attention that the Transaction Documents provide that they are to be governed by, and construed in accordance with, the law of the State of Ohio or the State of New York. This opinion has been rendered as if the Transaction Documents were governed, to the extent that state law is applicable, in all respects by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms law of the Agreement State of Ohio, without giving effect to principles of conflict of laws. The opinions set forth herein are expressly subject to there being no material change in the relevant law after the date hereof. In rendering this opinion, we have further assumed, with your approval and without independent verification or investigation, that the respective rights or obligations following facts and statements, as of the parties thereunderdate of the initial purchase of Transferred Receivables by Seller from Originators under the Sale and Contribution Agreement (the “Initial Purchase Date”) or at such other time, if any, specified therein (as the case may be), are true and accurate in all respects, which facts and statements with respect to past or present facts or to present intentions as to future conduct have been certified to us in the Certificates or are set forth in or required by an Authority Document (as that term is defined in Exhibit A) or a Transaction Document.
Appears in 1 contract
Assumptions. For purposes of this opinion letter, we have relied with your permission on The opinions expressed above are subject to the following assumptions:
A-1 As (a) We have assumed that (i) as to factual matters of fact material (but not legal conclusions) relevant to the opinions expressed herein, we have relied upon the statements or certificates each of the Company representations and you pursuant to warranties of the Agreement Borrower in each of the Credit Documents and upon in any related schedules or exhibits is true and correct, (ii) all certificates and statements of government officials and of officers of the Company. In additionother statements, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined records reviewed by us are authenticaccurate and complete, that each is what it purports to be, and that (iii) all signatures on all documents and instruments reviewed by us are genuine, (iv) all documents submitted to us as originals are true and complete, (v) all documents submitted as copies or facsimiles conform with are true and complete copies of the originalsoriginals thereof, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (ivi) each party to such documents (other than the Company in connection with the Agreement) natural person signing any document reviewed by us had the power, legal competence and capacity to enter into do so and to perform all of such party’s his or her obligations thereunder, (iivii) each party to such documents (the laws of any jurisdiction other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each State of such documents is enforceable against and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business New York that might prevent you from enforcing govern any of the rights provided for documents do not modify the terms that appear in the Agreementany such document, (vviii) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, influence and (viix) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of any of the Credit Documents and the Gramercy Loan Agreement.
(b) We have assumed that: (i) the execution and delivery of each of the Credit Documents are within the power and authority of, and have been duly authorized by all necessary organizational proceedings on the part of, all parties to each such document, (ii) each of the Credit Documents has been duly executed and delivered by all such parties, (iii) each of the Credit Documents constitutes the valid and binding obligation of all such parties (other than the Borrower to the extent covered in paragraph II.1 above), enforceable against such parties in accordance with their respective terms and (iv) the status of each of the Credit Documents as the legally valid and binding obligations of each of the parties thereto is not affected by any (A) breach of, or default under, any agreement or instrument, (B) violation of any statute, rule, regulation or court or governmental order (other than, with respect to the Borrower, to the extent covered in paragraph II.2 above) or (C) failure to obtain any required consent, approval or authorization from, or make any required registration, declaration or filing with, any governmental authority (other than, with respect to the Borrower, to the extent covered in paragraph II.3 above).
(c) We have assumed that the Borrower will comply with the covenants in the Loan Agreement that would modify as to the application of proceeds.
(d) In rendering the opinion set forth in paragraph II.2(b) above, we have neither reviewed nor conducted any analysis of, and we express no opinion on, (i) numeric or financial standards, covenants or similar provisions requiring financial calculations or determinations or (ii) provisions relating to the occurrence of a “material adverse event” or words of similar import. In addition, our opinion relating to such agreement is subject to the effect of judicial decisions which may permit the introduction of extrinsic evidence to interpret the terms of written contracts or allow non-written modifications of written contracts. Moreover, to the Agreement extent that such agreement is governed by the laws of any jurisdiction other than the State of New York, our opinion relating to such agreement is based solely upon the plain meaning of its language without regard to interpretation or construction that might be indicated by the respective rights or obligations of the parties thereunderlaws governing such agreement.
Appears in 1 contract
Sources: Loan Agreement (Aenza S.A.A.)
Assumptions. For purposes of In giving this opinion letteropinion, we I have relied with your permission on the following assumptionsassumed:
A-1 As to matters (a) that any documents dated the date hereof or dated earlier than the date hereof which I have examined and on which I place reliance, remain complete and accurate;
(b) the genuineness of fact material all signatures, stamps and seals, the conformity to the opinions expressed hereinoriginals of all documents supplied to me as certified, we have relied upon photocopied, image-scanned or faxed copies and the statements or certificates authenticity and completeness of such documents;
(c) the due authorisation, execution and delivery of the Company Documents and you pursuant to the Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, we have examined originals or copies of documents, corporate records and other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined Offering Documents by us are authentic, that each is what it purports to be, and that all documents and instruments submitted to us as copies or facsimiles conform with the originals, which facts we have not independently verified.
A-2 In making our examination of documents, we have further assumed that (i) each party to such documents (other than the Company in connection with the Agreement) had the power, legal competence and capacity to enter into and perform all of such party’s obligations thereunder, (ii) each party to such documents (other than the Company in connection with the Agreement) has duly authorized, executed and delivered such documents, (iii) each of such documents is enforceable against and binding upon the parties thereto (other than including the Company in connection with Guarantors and the AgreementCompany), (iv) there and that the performance thereof is no fact or circumstance relating to you or your business within the capacity and powers of each of them and that might prevent you from enforcing any the Documents constitute legal, valid and binding obligations of each of the rights provided for parties thereto enforceable against them in accordance with their respective terms;
(d) that each of the Documents reviewed as drafts or forms are executed in the Agreement, same form;
(v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vie) the conduct absence of other arrangements between any of the parties to the Agreement has complied with Documents which modify or supersede any requirement of good faiththe terms thereof;
(f) that none of the parties is or will be seeking to achieve any purpose not apparent from the Documents and the Offering Documents;
(g) that the Documents and the Offering Documents or the consummation by any of the Guarantors or the Company of the transactions contemplated thereby and the structure of the offering are not subsequently amended in a way that would affect the opinions contained in this opinion;
(h) that any further searches at Companies House would not reveal any circumstances which would require an amendment to this opinion;
(i) that any certificates, fair dealing confirmations and conscionabilityother documents dated earlier than the date of this opinion and on which I have expressed reliance remain accurate and that there have been no variations to any such certificates, confirmations or other documents;
(j) that the Securities have not been and will not be offered or sold to persons in the United Kingdom in contravention of any law, statute or regulation from time to time in force in the United Kingdom and that the Offering Documents have not been issued to or received by any person in the United Kingdom other than a person by whom such document may lawfully be received;
(vik) youthat for the purposes of the opinion set forth in paragraph 4(d)(y), in the event that any person acquires an interest in the Company as a result of the execution and any agent acting for you in connection with delivery, the offer, issue and sale of the Notes or the consummation by the Company of the transactions contemplated by the AgreementDocuments and the Offering Documents, have acted in good faith and without notice neither such person nor the status of any defense against such person would cause any court or governmental agency or body of the enforcement United Kingdom having jurisdiction over the Company or any of its properties in the United Kingdom, including any license, authorisation or order of the UK Office of Communications (“Ofcom”), to consider whether such person or its status would violate or require the termination or material impairment of any rights created by license, authorisation, order, rule or regulation of any court or governmental agency or body of the Agreement. We have also assumed United Kingdom; and
(l) that there are no extrinsic agreements or understandings among any obligations contained in the parties Senior Credit Facility relating to the Agreement that would modify or interpret the terms application of the Agreement or the respective rights or obligations use of proceeds of the parties thereunderoffering will be fully complied with. The opinions set out in this opinion are made with no knowledge of New York law nor Delaware law nor of the US Securities Exchange Act of 1934, the US Securities Act of 1933, US accounting principles, the rules and regulations of the US Securities and Exchange Commission or any other US federal or state law or rule or regulation.
Appears in 1 contract
Assumptions. For purposes the purpose of giving this opinion letterOpinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have relied with your permission not verified independently any assumption:
3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the following assumptions:copy.
A-1 As to matters of fact 3.2 That the Transaction Document has been executed in a form and content having no material difference to the opinions expressed hereinfinal draft provided to us.
3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, we duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have relied upon been passed or corporate or other action taken which would or might alter the statements effectiveness thereof and that such resolutions have not been amended or certificates rescinded and are in full force and effect.
3.4 That each director of the Company has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Company and you pursuant none of the directors of the Company has any interest in the Transaction except to the Agreement and upon certificates and statements of government officials and of officers extent permitted by the Constitution of the Company.
3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Document and their respective officers, employees, agents and (with the exception of ▇▇▇▇▇▇ ▇▇▇) advisers.
3.6 That, based only on the searches referred to in paragraph 1.8(e), no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, or who has been concerned in or taken part in the promotion of, the Company has:
(a) been the subject of any declaration, order or deemed order for disqualification or restriction under the Companies Act (including Part 14, Chapters 3 and 4 thereof) or any analogous legislation; or
(b) received any notice under the Companies Act (including Part 14, Chapter 5 thereof) or any analogous legislation regarding a disqualification or restriction undertaking.
3.7 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In additionthis connection, it should be noted that:
(a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have examined originals caused searches to be conducted for;
(b) the position reflected by the Searches may not be fully up-to-date; and
(c) searches at the CRO do not necessarily reveal whether or copies not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of documentsa receiver or an examiner to, the Company or its assets.
3.8 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificate (as defined in Schedule 1 hereto) at the time they were made and at all times thereafter.
3.9 That the Transaction Document has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate records and other writings that we consider relevant benefit.
3.10 That the Transaction Document is the only document relating to the subject matter of the Transaction (for the purposes of this opinion. In such examination, we have assumed that the signatures on documents and instruments examined by us are authentic, that each is what it purports to be, Opinion) and that all documents and instruments submitted there are no agreements or arrangements of any sort in existence between the parties to us as copies the Transaction Document and/or any other party which in any way amend or facsimiles conform vary or are inconsistent with the originals, which facts we have not independently verifiedterms of the Transaction Document or in any way bear upon or are inconsistent with the opinions stated herein.
A-2 In making our examination of documents, we have further assumed that 3.11 That:
(ia) each no party to such documents the Transaction Document is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2012;
(b) the parties to the Transaction Document (other than the Company to the extent opined on herein) are duly incorporated and validly in connection with existence and they and their respective signatories have the Agreement) had appropriate capacity, power and authority to execute the powerTransaction Document, legal competence and capacity to enter into exercise and perform their respective rights and obligations thereunder and to render those Transaction Document and all of such party’s obligations thereunderthereunder legal, valid, binding and enforceable on them; and
(iic) each party to such documents the Transaction Document (other than the Company in connection with to the Agreementextent opined on herein) has duly authorizedtaken all necessary corporate action and other steps to execute, executed deliver, exercise and delivered such documentsperform the Transaction Document and the rights and obligations set out therein.
3.12 That the execution, delivery and performance of the Transaction Document:
(iiia) each does not and will not contravene the laws of such documents any jurisdiction outside Ireland;
(b) does not and will not result in any breach of any agreement, instrument or obligation to which the Company is enforceable against a party; and
(c) is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.
3.13 That the Company was not mistaken in entering into the Transaction Document as to any material relevant fact.
3.14 That the Transaction Document constitutes legal, valid and binding upon the parties thereto (other than the Company in connection with the Agreement), (iv) there is no fact or circumstance relating to you or your business that might prevent you from enforcing any of the rights provided for in the Agreement, (v) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (vi) the conduct of the parties to the Agreement has complied with any requirement of good faith, fair dealing and conscionability, and (vi) you, and any agent acting for you in connection with the transactions contemplated by the Agreement, have acted in good faith and without notice of any defense against the enforcement of any rights created by the Agreement. We have also assumed that there are no extrinsic agreements or understandings among the parties to the Agreement that would modify or interpret the terms of the Agreement or the respective rights or obligations of the parties thereunderthereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.
3.15 That:
(a) the Company was not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Transaction Document;
(b) the Company will not, as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provisions under any applicable laws;
(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any of its assets or undertaking; and
(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company.
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