Documents Reviewed and Matters Considered Sample Clauses

Documents Reviewed and Matters Considered. In our capacity as counsel to the Borrower and the Guarantors and for purposes of this opinion, we have examined the documents listed in Schedule III attached hereto (all of which are collectively called the “Documents”), including the Agreement, those certain Revolving Credit Notes by the Borrower in favor of the Lenders (collectively, the “Revolving Credit Notes”), that certain Swing Loan Note by the Borrower in favor of PNC (the “Swing Loan Note”), that certain Pledge Agreement among the Pledgors and the Administrative Agent (the “Pledge Agreement”), that certain Continuing Agreement of Guaranty and Suretyship among the Guarantors and Administrative Agent (the “Guaranty”), that certain Environmental Indemnity Agreement among the Borrower, the Guarantors, and the Administrative Agent (the “Indemnity”), that certain Intercompany Subordination Agreement among the Borrower, the Guarantors, and the Administrative Agent (the “Subordination Agreement”), and that certain Security Agreement among the Borrower, the Guarantors, and the Administrative Agent (the “Security Agreement”, and, collectively with the Agreement, the Revolving Credit Notes, the Swing Loan Note, the Pledge Agreement, the Guaranty, the Indemnity and the Subordination Agreement, the “Transaction Documents”). PNC Bank, National Association January 28, 2009
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Documents Reviewed and Matters Considered. In rendering this opinion, we have reviewed executed copies of the following documents (all of which are collectively called the “Documents”): (a) Indenture dated June 25, 2013 including the Guarantees therein (the “Indenture”); (b) Purchase Agreement dated June 18, 2013 among Credit Suisse Securities (USA) LLC (as representative of several purchasers), the Issuers and the Guarantors, including the Local Guarantors (the “Purchase Agreement”, and together with the Indenture, the “Transaction Documents”); (c) copies of the Articles of Incorporation and Bylaws (each as amended) of Coscan (the “Coscan Governing Documents”); (d) copies of the Articles of Organization and Operating Agreement (each as amended) of Keswick (the “Keswick Governing Documents”); (e) copies of the Articles of Organization and Operating Agreement (each as amended) of BMW (the “BMW Governing Documents”); (f) copies of records of the proceedings and actions of the Board of Directors of Coscan, the Member Manager of Keswick and the Member Manager of BMW relating to the approval of the Transaction and the Transaction Documents; (g) Status Certificate of Coscan from the Maryland State Department of Assessments and Taxation (“SDAT”) dated June ___, 2013 to the effect that Coscan is existing under and by virtue of the laws of the State of Maryland and is in good standing to transact business; (h) Status Certificate of Keswick from SDAT dated June ___, 2013 to the effect that Keswick is existing under and by virtue of the laws of the State of Maryland and is in good standing to transact business; (i) Status Certificate of BMW from the Virginia State Corporation Commission dated June ___, 2013 to the effect that BMW is existing under and by virtue of the laws of the Commonwealth of Virginia and is in good standing to transact business; (j) certificates of an officer of Coscan, an authorized person from Keswick, and an authorized person from BMW dated as of the date hereof, as to such matters as we deem necessary and appropriate to enable us to render this opinion letter; and (k) such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the assumptions, qualifications, and limitations noted below.
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Documents Reviewed and Matters Considered. In rendering this opinion, we have reviewed executed copies of the following documents (all of which are collectively called the “Documents”):
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Documents Reviewed and Matters Considered. In rendering this opinion, we have reviewed executed copies of the following documents each dated, or dated as of, the date hereof (unless otherwise noted): (a) the Loan Agreement; (b) each of the Notes, if any; and
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Related to Documents Reviewed and Matters Considered

  • Matters Applicable to All Requests for Compensation (a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods. (b) With respect to any Lender’s claim for compensation under Sections 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans. (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Sections 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Elements Unsatisfactory Needs Improvement Proficient Exemplary IV-A-1. Reflective Practice Demonstrates limited reflection on practice and/or use of insights gained to improve practice. May reflect on the effectiveness of lessons/ units and interactions with students but not with colleagues and/or rarely uses insights to improve practice. Regularly reflects on the effectiveness of lessons, units, and interactions with students, both individually and with colleagues, and uses insights gained to improve practice and student learning. Regularly reflects on the effectiveness of lessons, units, and interactions with students, both individually and with colleagues; and uses and shares with colleagues, insights gained to improve practice and student learning. Is able to model this element.

  • Cooperation with Inspector General Grantee understands its duty, pursuant to Section 20.055(5), Fla. Stat., to cooperate with Florida Housing’s Inspector General in any investigation, audit, inspection, review, or hearing. Grantee will comply with this duty and ensure that any contracts issued under this Agreement impose this requirement, in writing, on its subcontractors.

  • Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement.

  • Submission of Audits and Financial Statements A. Audits Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically one copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at: or, ii. Email to: xxxxxx_xxxxx_xxxxxx@xxxx.xxxxx.xx.xx. B. Financial Statements Due no later than nine months after the Grantee’s fiscal year end, Grantees which are not required to submit an audit, shall submit electronically financial statements via: i. HHS portal at: ii. Email to: xxxxxx_xxxxx_xxxxxx@xxxx.xxxxx.xx.xx.

  • Trustee’s Good Faith Action, Expert Advice, No Bond or Surety The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • Review of Personnel Files Every member shall be allowed to review any of his/her personnel files except "confidential law enforcement records" and "trial preparation records" as defined in Ohio Revised Code Section 149.43 at any time, upon request and reasonable notice. Such request shall be made to the supervisor directly responsible for maintenance of such files. Review of the files shall be made in the presence of such supervisor or the supervisor's designated representative. For the Division master personnel file, the request shall be made to the member's Subdivision Deputy Chief or his/her designated representative. Any member, or the member's Lodge representative, may copy documents in the member's file. The City may levy a charge for such copying, which charge shall bear a reasonable relationship to actual costs. A member will be notified in writing any time records within his/her personnel, background, IAB, and/or payroll file(s) are requested, as a public records request pursuant to Ohio Revised Code Section 149.43, provided the City determines that the request is proper under applicable law. A member may request copies of any records provided under this paragraph, and these copies shall be provided at no cost to the member.

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