FACTS AND ASSUMPTIONS Clause Samples
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FACTS AND ASSUMPTIONS. For the purposes of rendering this opinion we have assumed without further enquiry:
1. each party to the Documents (except the Companies) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Documents to which it is a party;
2. all signatures, stamps and seals are genuine, all original Documents are authentic and all copy Documents are complete and conform to the originals;
3. the conformity with the originals of all Documents submitted to us as copies and the authenticity of such originals;
4. all Documents have been signed and sealed where indicated;
5. the genuineness of all signatures and seals;
6. all facts and information stated or given in the Documents are true and correct through the date of the Documents;
7. the accuracy and completeness of all corporate minutes, resolutions and records which we have reviewed and that the same remain in full force and effect and unamended through the date of the Documents;
8. there have been no amendments to the memorandum and/or articles of association of either of the Companies;
9. the resolutions passed under the Resolutions were duly passed at a properly convened meeting of duly appointed directors of the Companies and have not been amended or rescinded and are in full force and effect;
10. there has been no alteration in the status or condition of the Companies as disclosed by the searches referred to in Section A above; and
11. in respect of any Credit Party (as defined in the Credit Agreement) to any of the Transaction Documents save for the Companies (each, an "OFFSHORE COMPANY"):
(a) the Offshore Company is incorporated and validly existing in a jurisdiction other than Hong Kong;
(b) the Offshore Company is not registered to carry on and does not carry on any business in Hong Kong;
(c) the Offshore Company does not have a place of business or permanent establishment in Hong Kong;
(d) the execution of the Transaction Documents by an Offshore Company has been duly authorized and executed under the laws of its jurisdictions of incorporation and existence;
(e) the Offshore Company has authorized a signatory in Hong Kong to execute the Transaction Documents;
(f) the Offshore Company retains an agent in the Cayman Islands (in respect of XFM) or the British Virgin Islands (in respect of ▇▇▇▇ ▇▇▇▇▇, Upper Will and Upper Step) each of which has an office in Hong Kong to maintain a duplicate register of members and other corporate documents in Hong...
FACTS AND ASSUMPTIONS. A. The tabulation of historical daily collections receipts used to generate the Curve is derived from statistically valid samples of customer accounts billed during a specific study month.
B. These statistically valid samples represent each of PG&E’s five customer classes. Sample sizes are: Residential 0.5 % Small Commercial 0.5 % Medium Commercial 1.0 % Agricultural 1.0 % Large Commercial 25.0 %
C. The Curve does not vary materially over the course of a year.
D. Collections data used to plot the Curve are weighted to reflect the revenue contribution of each customer class relative to total billed revenues.
E. The Curve reflects the fact that PG&E continues to collect billed revenues beyond the 180-day collections cycle and includes an adjustment for such collections based on the applicable Write-off Factor as follows:
FACTS AND ASSUMPTIONS. HCA currently has a marketing agreement with a third party vendor to offer auto and home insurance to PEB members and their dependents. This agreement allows the third party vendor to offer vehicle/property products directly to PEB subscribers twice per year via a mailed advertisement and an email campaign. In addition, the third party attends PEB’s annual open enrollment benefit fairs statewide and also has promotional materials included in new employee welcome packets. HCA desires to contract with at least two (2) vendors to provide either a group vehicle/property product that sets group rates and affinity program discounts, or an overall group discount that could be applied to individually underwritten vehicle/property insurance policies for PEB Subscribers and their Dependents. Any contract resulting from a future potential RFP will not include direct access by the vendor to email and/or mailing addresses of the PEB population; instead HCA would provide visibility to the product(s) offered as a result of any potential RFP on the HCA website, in new employee welcome packets, at annual benefit fairs, and wellness events.
FACTS AND ASSUMPTIONS. In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Relevant Documents and such other documents and records as we have deemed relevant or necessary as the basis for the opinions set forth below. We have also made such inquiries of officers and representatives of Tampa and TRC as we have deemed relevant or necessary as the basis for the opinions set forth below. We have The Parties Listed on Schedule A Hereto Re: TEC Receivables Corp. ______________ __, 2005 relied upon, and assumed the accuracy of, such certificates and other documents and records and statements made in response to our inquiries with respect to the factual matters set forth herein and we have assumed (i) the genuineness of all signatures and the authenticity of all documents submitted to us as originals and (ii) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies. In addition to the foregoing, we have assumed that the following statements (except for the statements set forth in paragraphs 1 through 3 below which are summaries of written documents in existence as of the date hereof and which we have reviewed) are true on the date hereof and will remain true at all other times relevant to this opinion except to the extent that any such statements (or facts or circumstances within such statements) relate to the financial condition of Tampa other than on the date of the initial Purchase and immediately following the date of the initial Purchase: