Nonconsolidation Opinion means the opinion letter, dated the Closing Date, delivered by Borrower’s counsel to Lender and addressing issues relating to substantive consolidation in bankruptcy.
Nonconsolidation Opinion means an opinion of counsel selected by Borrower (or other applicable Person) and reasonably satisfactory to Lender, which shall be independent outside counsel, addressed to the Rating Agencies (or which expressly permits reliance by the Rating Agencies) and Lender, in form and substance consistent with nonconsolidation opinions provided in connection with secured loan transactions of similar type and structure, which may include customary assumptions and qualifications, to the effect that in a properly presented case, a bankruptcy court in a case involving the Person designated by Lender, or an Affiliate thereof reasonably designated by Lender, would not disregard the corporate, limited liability company or partnership forms of Borrower, so as to consolidate the assets and liabilities of Borrower with those of the designated entities.
Nonconsolidation Opinion means that certain substantive non consolidation opinion letter, dated the date hereof, delivered by Xxx, Castle & Xxxxxxxxx LLP in connection with the Loan.
Examples of Nonconsolidation Opinion in a sentence
The Nonconsolidation Opinion shall be delivered on the Closing Date and shall satisfy all applicable requirements of the Rating Agencies in relation thereto.
All statements of fact contained in the Nonconsolidation Opinion and in the certificates referenced therein and attached thereto are true and correct in all material respects.
If any of the assumptions contained in the Non-consolidation Opinion, or in any other "non-consolidation" opinion delivered to Lender in connection with the Loan, or in any other "non-consolidation" opinion delivered subsequent to the Loan, is or shall become untrue in any material respect.
Each Borrower, each Property Owner and their respective Single-Purpose Equityholders, except as disclosed on Exhibit A, is now a Single-Purpose Entity, and has always been a Single-Purpose Entity to the extent relevant to the Nonconsolidation Opinion.
All of the assumptions made in that certain substantive non-consolidation opinion letter dated the date hereof, delivered by Borrower's counsel in connection with the Loan and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of this Agreement (the "Non-consolidation Opinion"), including, but not limited to, any exhibits attached thereto, are true and correct in all respects.
More Definitions of Nonconsolidation Opinion
Nonconsolidation Opinion means that certain opinion letter attached hereto as Schedule C.
Nonconsolidation Opinion. A Nonconsolidation Opinion acceptable to Lender from an independent counsel reasonably acceptable to Lender will be required.
Nonconsolidation Opinion means (i) that certain opinion letter dated the date hereof to be delivered by Jones Day to Lender in connection with the Loan and (ii) xxxx respect to any Nonconsolidation Opinion required to be delivered after the Closing Date, an opinion of Jones Day or other competent counsel selected by Borrower xx xxrm and substance reasonably satisfactory to the Rating Agencies stating that, in the event a case were to be instituted in respect of certain holder(s) of direct or indirect equity interests in Borrower under the Bankruptcy Code, Title 11 of the United States Code, the court having jurisdiction over the case would not order the substantive consolidation of such holder(s) with Borrower.
Nonconsolidation Opinion means an opinion of tax counsel selected by Bxxxxxxx and reasonably satisfactory to Lender, which shall be independent outside counsel, addressed to the Rating Agencies and the Lender and dated as of the date of a then current date to the effect that in a properly presented case, a bankruptcy court in a case involving any Person, or any Affiliate thereof, would not disregard the corporate, limited liability company or partnership forms of such entities, their Affiliates and/or their shareholders, members or partners, as the case may be, so as to consolidate the assets and liabilities of such entity or entities and/or their Affiliates with those of their respective shareholders, general partners and/or managing members or with any other relevant entities.
Nonconsolidation Opinion means the opinion letter, dated the Closing Date, delivered by Borrower’s counsel to Lender and addressing issues relating to substantive consolidation in bankruptcy. “Note(s)” means that certain promissory note, dated as of the Closing Date, made by Borrower to Lender to evidence the Loan, as such note may be replaced by multiple Notes in accordance with Section 1.1(c) and as otherwise assigned (in whole or in part), amended, restated, replaced, supplemented or otherwise modified in accordance herewith. “Note Component” has the meaning set forth in Section 1.1(c). “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control. “Officer’s Certificate” means a certificate delivered to Lender that is signed by an authorized officer of Borrower and certifies the information therein to the best of such officer’s knowledge. “Operating Account” means an Eligible Account maintained by, and under the control of, the Approved Property Manager or Borrower at an Eligible Institution chosen by Borrower, which account shall only contain amounts in respect of one or more of the Properties (and no amounts unrelated to the Property shall be deposited therein or otherwise commingled with the amounts on deposit in such account). “Operating Expenses” means, for any period, all operating, renting, administrative, management, legal and other ordinary expenses of Borrower and the Properties during such period, determined in accordance with GAAP; provided, however, that such expenses shall not include (i) depreciation, amortization or other non-cash items, (ii) interest, principal or any other sums due and owing with respect to the Loan, (iii) income taxes or other taxes in the nature of income taxes, (iv) Tenant Improvement costs or Leasing Commissions or (v) Capital Expenditures. “Operating Income” means, for any period, all operating income from each of the Properties during such period, determined in accordance with GAAP (but without straight-lining of rents), other than (i) Loss Proceeds (but Operating Income will include rental loss insurance proceeds to the extent allocable to such period), (ii) any revenue attributable to a Lease that is not a Qualifying Lease, (iii) any revenue attributable to a Lease to the extent it is paid more than 30 days prior to the due date (provided that with respect to any such rent paid more than 30 days prior ...
Nonconsolidation Opinion shall have the meaning set forth in Section 4.41 hereof.
Nonconsolidation Opinion. A "nonconsolidation" opinion of outside counsel to Seller in form and substance satisfactory to Buyer.