ERISA Opinion Sample Clauses

ERISA Opinion. Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain ERISA matters.
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs
ERISA Opinion. Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinions, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to whether the Collateral Agent would be treated as a member of the controlled group of corporations or trades or businesses under common control containing Ford Motor Company and Ford Credit for purposes of Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and such opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.
Sample 1Sample 2Sample 3See All (11)
ERISA Opinion. (A) The General Partner shall deliver promptly to each ERISA Partner (with a copy to each other Limited Partner) an opinion of counsel (which counsel shall be Xxxxxxxx Chance US LLP or such other counsel as shall be reasonably acceptable to at least 65% of the Percentage Interests of the ERISA Partners) with respect to the “initial valuation date” (as defined in 29 CFR § 2510.3-101(d)(5)), which opinion shall state whether the Partnership should have qualified as a “real estate operating company” or a “venture capital operating company” for the period beginning on the date on which the Partnership made the first Investment that caused it to qualify as a “real estate operating company” or a “venture capital operating company” and ending on the last day of the first “annual valuation period” (as so defined). The opinion referred to in the prior sentence (i) may rely, inter alia, upon a certificate of the General Partner as to the exercise of management rights with respect to one or more Investments during the appropriate period and as to a description of the Partnership’s Investments and (ii) shall state whether the Partnership has included in a certification to such counsel a statement to the effect that on such “initial valuation date” at least 50% of the Partnership’s assets (other than short-term investments pending long-term commitment or distribution to investors), valued at cost, were invested in real estate investments or venture capital investments, as applicable, as described in the Plan Assets Regulations. Thereafter, the General Partner shall deliver to each ERISA Partner (with a copy to each other Limited Partner) a certificate with respect to each “annual valuation period,” which certificate shall state whether the Partnership should have qualified as a “real estate operating company” or a “venture capital operating company” for the 12-month period following the last day of such “annual valuation period.” Notwithstanding the foregoing, the opinion and certificate described above in this Section 13.02(A) shall not be required if the General Partner has exercised its discretion to limit investment from benefit plan investors or ERISA Partners under Section 3.02(P). (B) If the opinion or certificate, as applicable, described in Section 13.02(A) is not affirmative, or if the General Partner has exercised its discretion to limit investment from benefit plan investors or ERISA Partners under Section 3.02(P) but the General Partner nevertheless determ...
Sample 1
ERISA Opinion. If Colony Limited Partner provides to the Partnership, Colony General Partner and the KWI Partners an opinion of counsel to the effect that there is a material likelihood that the Partnership will cease to be a "real estate operating company" under, or otherwise be an "operating company" under the first sentence of paragraph (c) of, the Plan Assets Regulations, then each of Colony General Partner and the KWI Partners shall take such actions as may be necessary to cause the Partnership not to be adversely affected with respect to its status as a "real estate operating company" or otherwise as such an "operating company."
Sample 1
ERISA Opinion. ARTICLE 20....................................................................
Sample 1
ERISA Opinion. Kxxxxx Xxxxxx Rosenman LLP, special counsel to the Depositor and Ford Credit, will have delivered their written opinion about certain ERISA controlled group matters.
Sample 1
ERISA Opinion. The opinion described in Section 6.10(b).
Sample 1
AutoNDA by SimpleDocs
ERISA Opinion. On or prior to the Closing Date, the Administrative Agent shall have received from the Borrower a copy of the ERISA opinion previously issued by ERISA counsel to the Guarantor pursuant to the Partnership Agreement.
Sample 1
ERISA Opinion. LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinions, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to whether the Collateral Agent would be treated as a member of the controlled group of corporations or trades or businesses under common control containing Ford Motor Company and Ford Credit for purposes of Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and such opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.
Sample 1

Related to ERISA Opinion

  • Benefit Plan Opinion An Opinion of Counsel satisfactory to the Trustee to the effect that any proposed transfer will not (i) cause the assets of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor or the Trustee.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • ERISA Reportable Event A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.

  • ERISA Compliance The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • ERISA Events and ERISA Reports (A) Promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the Chief Financial Officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

  • ERISA Reports Upon request by Lender, copies of any annual report to be filed pursuant to the requirements of ERISA in connection with each plan subject thereto; and

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!