RELIANCE AND ASSUMPTIONS Sample Clauses
The Reliance and Assumptions clause defines the specific facts, data, or representations that one party is permitted to rely upon when entering into or performing under the contract. In practice, this clause may list particular documents, statements, or information provided by the other party that form the basis for the agreement, and may also outline any assumptions made in preparing deliverables or pricing. Its core function is to clarify the foundation upon which obligations are based, thereby allocating risk and preventing disputes over what information was considered valid or relied upon during the contractual relationship.
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RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents (including the Transaction Documents) required to deliver this opinion, we have assumed the genuineness of all signatures thereto, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as photostatted, telecopied or certified copies and the accuracy and completeness of any information provided to us by any office of public record. We have assumed the Transaction Documents are the legal, valid and binding obligations of the Parties thereto, other than the Company, enforceable against such Parties in accordance with their respective terms.
RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents (including the Guarantees) required to deliver this opinion, we have assumed without independent verification, the genuineness of all signatures thereto, the authenticity of all documents submitted to us as originals and the completeness and conformity to authentic original documents of all documents submitted to us as certified or conformed copies, photocopies, telecopies or facsimiles. We have also assumed that the Agreements has been duly executed by the parties thereto (other than the Guarantors) and constitute legal, valid and binding obligations of the parties thereto under the laws in force in the State of New York by which the Agreements are governed.
3.2 This opinion is given in reliance upon the following:
(a) Limited Partnership Agreement made between ▇▇▇▇▇ and Brookfield Residential Properties Inc. and amendments thereto dated October 12, 2009 and March 31, 2011 (the “Limited Partnership Agreement”);
(b) Certificate of Limited Partnership dated September 2, 2005, and Notices to Amend dated October 12, 2009 and March 31, 2011, and a Trade Name/Partnership Search dated June ___, 2013 for the LP, issued by the Alberta Registrar of Corporations;
(c) Certificate of Status dated June ___, 2013 in respect of ▇▇▇▇▇, issued by the Alberta Registrar of Corporations,
(d) a certificate of an officer of the LP dated June ___, 2013, as to certain matters of fact relating to the LP and certifying resolutions of the directors of ▇▇▇▇▇, as general partner, for and on behalf of the LP, authorizing, sanctioning and approving the execution and delivery of the Agreements and the performance of the LP of its obligations thereunder, and
(e) a certificate of an officer of ▇▇▇▇▇ dated June ___, 2013, as to certain matters of fact relating to ▇▇▇▇▇ and certifying resolutions of the directors of ▇▇▇▇▇ authorizing, sanctioning and approving its execution and delivery of the Agreements and the performance by ▇▇▇▇▇ of its obligations thereunder; copies of each of which are being delivered to you. We have also assumed that the information contained in the certificates referred to in this paragraph 3.2 above has not changed between the effective dates of such certificates and the date of this opinion.
3.3 When used herein, the phrase “our knowledge” means the actual knowledge of the lawyers in our firm who have given substantive attention to the transactions contemplated by the Agreements and the actual knowledge of th...
RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents (including the Transaction Documents) required to deliver this opinion, we have assumed the genuineness of all signatures thereto, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as photostatted, telecopied or certified copies and the accuracy and completeness of any information provided to us by any office of public record. We have assumed the Transaction Documents are the legal, valid and binding obligations of the Parties thereto, other than the Company, enforceable against such Parties in accordance with their respective terms.
3.2 For the purposes of this opinion, we have also examined such other records, certificates and documents and have considered such questions of law and made such investigations and inquiries as we have considered necessary or advisable for the purposes of this opinion, including the following:
(a) Certificate of Good Standing for the Company dated [. . .], 2023 and issued by the Registrar under the Business Corporations Act (British Columbia)
(b) An officer's certificate of the Company dated [. . .], 2023 (the "Officer's Certificate") attaching thereto a copy of each of the following:
(i) the Company's constating documents; and
(ii) resolutions of the Board ("Corporate Resolutions").
3.3 In expressing the opinion in paragraph 4.1 we have relied exclusively upon the certificate referred to in paragraph 3.2(a).
3.4 In expressing the opinion in paragraph 4.3, with respect to the number of common shares of the Company (the "Shares") that are issued and outstanding, we have relied exclusively upon a letter dated [. . .], 2023 and provided to us by Computershare Investor Services Inc., acting in its capacity as registrar and transfer agent to the Company, a copy of which has been delivered to you.
3.5 In expressing the opinion in paragraph 4.4, we have relied exclusively upon our review of the reporting issuers list prepared by the British Columbia Securities Commission ("BCSC") and published on the BCSC's website on [. . .], 2023 which list we assume continues to be accurate as of the date hereof.
3.6 In expressing the opinion in paragraphs 4.5 to 4.9 inclusive we have relied upon our review of the Officer's Certificate referred to in paragraph 3.2(b).
3.7 In expressing the opinion in paragraphs 4.14, we have relied exclusively upon the letter...
RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents required to deliver this opinion, we have assumed:
(a) the genuineness of all signatures thereto;
(b) the legal capacity of any natural person signing any document, agreement or certificate;
(c) the authenticity, accuracy and completeness of all documents purporting to be originals and the conformity to authentic original documents of all documents purporting to be photocopied, telecopied or certified copies; and
(d) that the Transaction Documents constitute the legal, valid and binding obligations of each of the parties thereto (other than the Transaction Parties), enforceable against each such party in accordance with their terms.
3.2 We have relied upon the Officers’ Certificates referred to in paragraph 1.2 hereof with respect to the accuracy of all factual matters contained therein and we have not independently investigated or verified such factual matters.
3.3 We have made or caused to be made or obtained the searches and certificates of public officials of recent date as set out in paragraphs 1.2 and 1.
RELIANCE AND ASSUMPTIONS. 3.1 In the examination and consideration of the documents (including the Transaction Documents) required to deliver this opinion, we have assumed the genuineness of all signatures thereto, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as photostatted, telecopied or certified copies and the accuracy and completeness of any information provided to us by any office of public record. We have assumed the Transaction Documents are the legal, valid and binding obligations of the Parties thereto, other than the Company, enforceable against such Parties in accordance with their respective terms.
3.2 For the purposes of this opinion, we have also examined such other records, certificates and documents and have considered such questions of law and made such investigations and inquiries as we have considered necessary or advisable for the purposes of this opinion, including the following:
(a) Certificates of Good Standing for the Company dated [. . .], 2019 and issued by the Registrar under the Business Corporations Act (British Columbia)
(b) An officer's certificate of the Company dated [. . .], 2019 (the “Officer’s Certificate”) attaching thereto a copy of each of the following:
RELIANCE AND ASSUMPTIONS. In the examination and consideration of the documents required to deliver this opinion, we have assumed without independent verification, the genuineness of all signatures thereto, the authenticity of all documents submitted to us as originals and the completeness and conformity to authentic original documents of all documents submitted to us as certified or conformed copies, photocopies, telecopies or facsimiles. We have also assumed that the Guaranty has been duly executed by the parties thereto (other than the Guarantors) and constitute legal, valid and binding obligations of the parties thereto under the laws in force in the State of New York by which the Guaranty is governed.
RELIANCE AND ASSUMPTIONS. In rendering this opinion, we have, with your permission, relied solely on the Lien Documents as to factual matters. In examining the Loan Documents and the Lien Documents, we have assumed without investigation, verification or inquiry that:
1. All signatures of parties are genuine.
2. All natural persons are of legal capacity.