Documents Reviewed and Matters Considered Sample Clauses

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 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 our capacity as counsel to the Borrower and the Guarantor and for purposes of this letter, we have examined the following documents (all of which are collectively called the “Documents”):
Sample 1
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):
Sample 1

Related to Documents Reviewed and Matters Considered

  • Legal Matters Satisfactory All legal matters incident to the consummation of the transactions contemplated hereby shall be reasonably satisfactory to special counsel for Agent retained at the expense of Borrower.

  • Audit Reports; Management Letters; Recommendations Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

  • Tax Matters Cooperation Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and any audit or Tax proceeding. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

  • Payment of Checks, Drafts and Orders Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the Failed Bank presented for payment, whether drawn on the check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by the Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in all other respects to discharge, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors of the Failed Bank assumed by the Assuming Institution under this Agreement.

  • No Disputes Consistency Cooperation Section 6.1 Participation in the Corporate Taxpayer’s and

  • Audits/Inspections Upon reasonable notice and during normal business hours, the Borrower will, and will cause each of its Subsidiaries to, permit representatives appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys, and appraisers to visit and inspect its property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of such Person.

  • Other Matters Pertaining to the Asset Representations Reviewer Section 5.01 Representations, Warranties and Covenants of the Asset Representations Reviewer 9 Section 5.02 Limitation of Liability 10 Section 5.03 Indemnification of Asset Representations Reviewer 11 Section 5.04 Indemnification by Asset Representations Reviewer 11 Section 5.05 Inspections of Asset Representations Reviewer 12 Section 5.06 Delegation of Obligations 13 ARTICLE VI.

  • Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;

  • Matters Concerning Manager If (a) an Event of Default hereunder has occurred and remains uncured, (b) Manager shall become subject to a Bankruptcy Action, (c) a default occurs under the Management Agreement, or (d) the occurrence of a DSCR Trigger Event, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates.

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

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