Corporate Opinion. Xxxxxx Xxxxxx Rosenman LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished to the Representatives their written opinion, dated the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, to the effect that (capitalized terms used in this section to have the meanings given in such opinion):
(i) Each of the Basic Documents to which Ford is a party constitutes the legal, valid and binding agreement of Ford, enforceable against Ford in accordance with its terms.
(ii) Each of the Basic Documents to which Ford Credit is a party constitutes the legal, valid and binding agreement of Ford Credit, enforceable against Ford Credit in accordance with its terms.
(iii) Each of the Basic Documents (other than the Trust Agreement) to which FCF Corp is a party constitutes the legal, valid and binding agreement of FCF Corp, enforceable against FCF Corp in accordance with its terms.
(iv) Each of the Basic Documents (other than the Trust Agreement) to which FCF LLC is a party constitutes the legal, valid and binding agreement of FCF LLC, enforceable against the FCF LLC in accordance with its terms.
(v) Each of the Basic Documents to which the Trust is a party constitutes the legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms.
(vi) The Notes have been duly authorized by the Trust and, when duly executed and delivered by the Trust, authenticated by the Indenture Trustee and delivered against payment therefor, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, and will be entitled to the benefits of the Indenture.
(vii) The execution and delivery by each of Ford Credit, the Depositors and the Trust of the Transaction Documents to which it is a party, and the compliance by each of Ford Credit, the Depositors and the Trust with the terms and provisions of such agreements, including the issuance of the Notes, will not contravene any provision of any Applicable Law of the State of New York or the State of Delaware or any Applicable Law of the United States of America.
(viii) No Governmental Approval (other than the filing of UCC financing statements with respect to (x) the sale or transfer of the Receivables by Ford to Ford Credit pursuant to the Sale and Assignment Agreement, (y) the sale or transfer of the Receivables by Ford Credit to the Depositors pur...
Corporate Opinion. 50 9.6 Consents...................................................................50
Corporate Opinion. BIZ shall have received the opinion of R&T, based upon reasonably requested certifications as to factual matters and dated the Closing Date, regarding the status, authority and capitalization of Litronic, the authorization of this Agreement and the transactions contemplated hereby by Litronic, and the binding effect of this Agreement on Litronic. The opinion shall be substantially similar to the opinion rendered by GCW&F with respect to BIZ as to the foregoing. Such opinion shall also confirm the validity of the shares issuable in the Merger and upon exercise of the Assumed Options and Assumed Warrants and shall be reasonably satisfactory to GCW&F.
Corporate Opinion. Litronic shall have received the opinion of GCW&F based upon reasonably requested certifications as to factual matters and dated the Closing Date regarding the status and authority of BIZ, the authorization of this Agreement and the transactions contemplated hereby by BIZ, and the binding effect of this Agreement on BIZ. The opinion shall be reasonably satisfactory to R&T, and shall be substantially similar to the opinion rendered by R&T with respect to Litronic.
Corporate Opinion. REI shall have received the opinion of R-CUBE's corporate legal counsel based upon reasonably requested certifications as to factual matters and dated the Closing Date regarding the status and authority of R-CUBE, the authorization of this Agreement and the transactions contemplated hereby by R-CUBE, and the binding effect of this Agreement on R-CUBE and Sellers. The opinion shall be satisfactory to REI.
Corporate Opinion. Dxxxx & LxXxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished to the Representatives their written opinion, dated the Settlement Date, in form satisfactory to the Representatives in their reasonable judgment, with respect to corporate and securities law matters.
Corporate Opinion. The parties shall have received opinions of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP (or, as to matters of Maryland law, Xxxxxxx, Baetjer and Xxxxxx LLP) substantially to the effect that: (a) Each party is duly organized as a Maryland corporation and is validly existing and in good standing under the laws of the State of Maryland.
Corporate Opinion. Each Surviving Fund shall have received on the Closing Date an opinion of Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel to each Reorganizing Fund, in a form reasonably satisfactory to the corresponding Surviving Fund, and dated as of the Closing Date, to the effect that:
a) The Trust is a trust existing under Massachusetts law. The Trust has the power to own its properties and conduct its business as a registered investment company. The Trust has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as it is now being conducted and to carry out this Agreement. Each Reorganizing Fund is a separate series of the Trust that has been duly classified and designated in accordance with the applicable provisions of the Trust's Declaration of Trust. The Trust has all necessary federal, state and local authorizations to own all of the properties and assets and to carry on its business as now being conducted;
b) The Trust is registered with the Commission as an open-end management investment company under the 1940 Act; such registration has not been revoked or rescinded and is in full force and effect and each Reorganizing Fund is in compliance in all material respects with the 1940 Act and its rules and regulations;
c) To such counsel's knowledge, no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by each Reorganizing Fund of the transactions contemplated in this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;
d) The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Board of Trustees of the Trust and, assuming due authorization, execution and delivery of this Agreement by the Corporation, this Agreement constitutes a valid and binding obligation of the Trust, on behalf of each Reorganizing Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights and to general equity principles; and
e) To such counsel's actual knowledge, the Registration Statement, other than as it relates to each Surviving Fund, (a) complies in all material respects with the provisions and regulations of the 1933 Act, 1934 Act and 1940 Act, and (b) does no...
Corporate Opinion. Skadden, Arps, Slate, Meagher & Flom LLP (or such other counsel satisfactory to the Represenxxxxxxx in xxxir reasonable judgment) will have furnished their opinion, dated the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, to the effect that
(i) The Trust has been duly formed and is validly existing under Chapter 38 of Title 12 of the Delaware Code, 12 Delaware Code Section 3801 et seq., as amended (the "Delaware Statutory Trust Act". The Trust has full power and authority to execute, deliver and perform all its obligations under the Basic Documents to which it is a party.
(ii) The execution and delivery of the Indenture, the Sale and Servicing Agreement, the Administration Agreement and the Control Agreement and the issuance of the Notes have been duly authorized by all requisite action on the part of the Trust under the Delaware Statutory Trust Act.
(iii) The execution and delivery by the Owner Trustee, on behalf of the Trust, of each of the Basic Documents to which the Trust is a party and the performance by the Trust of its obligations under each such Basic Document, each in accordance with its terms, including the issuance of the Notes, do not conflict with the Certificate of Trust of the Trust or the Trust Agreement.
(iv) The execution and delivery by each of Ford Credit, the Depositor and the Trust of the Transaction Documents to which it is a party and the compliance by each of Ford Credit, the Depositor and the Trust with the terms and provisions of such agreements, including the issuance of the Notes, will not contravene any provision of any Applicable Law of the State of New York or the State of Delaware or any Applicable Law of the United States of America.
(v) No governmental approval (other than the filing of UCC financing statements with respect to (x) the sale or transfer of the Receivables by Ford Credit to the Depositor pursuant to the Purchase Agreement and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement and (y) the grant by the Trust of a security interest in such Receivables to the Indenture Trustee pursuant to the Indenture), which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of the Transaction Documents by each of Ford Credit, the Depositor and the Trust, or the enforceability of any of the Transaction Documents against each of Ford Credit, the Depositor and t...
Corporate Opinion. Seller shall have furnished Buyer with an opinion of corporate counsel in form and substance substantially identical to Exhibit E hereto, dated as of the Closing Date.
