Citibank Opinion Sample Clauses

Citibank Opinion. The Underwriters will have received opinions from Davenport, Evans, Xxxxxxx & Xxxxx, L.L.P., special South Dakota counsel to Citibank, with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel. In rendering such opinions, counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of South Dakota and the United States, to the extent deemed proper and stated in such opinions, upon the opinions of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of Citibank, the Master Trust, the Issuer and public officials.
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Citibank Opinion. The Underwriters will have received opinions from Davenport, Evans, Xxxxxxx & Xxxxx, L.L.P., special South Dakota counsel to Citibank, and the General Counsel or an Associate General Counsel of Citibank or other counsel with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel. In rendering such opinions, counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of South Dakota and the United States, to the extent deemed proper and stated in such opinions, upon the opinions of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of Citibank, the Master Trust, the Issuer and public officials.

Related to Citibank Opinion

  • Successor Administrative Agents An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

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