Form of Opinion of Special Counsel For The Purchasers. The closing opinion of Xxxxxx Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4(b) of the Agreement, shall be dated the date of the Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:
Form of Opinion of Special Counsel For The Purchasers. [To Be Provided on a Case by Case Basis] Schedule 4.4(b) (to Note Purchase Agreement) Schedule 5.3 Disclosure Materials • All public filings made by the Company with the SEC in 2020 prior to September 18, 2020 Schedule 5.3 (to Note Purchase Agreement) Schedule 5.4 Affiliates and Directors of the Company
Form of Opinion of Special Counsel For The Purchasers. 1. The Company is an existing corporation in good standing under the laws of the State of Delaware.
Form of Opinion of Special Counsel For The Purchasers. [To Be Provided on a Case by Case Basis] SCHEDULE 4.4(b) (to Note Purchase Agreement) CHANGES IN CORPORATE STRUCTURE None. SCHEDULE 4.9 (to Note Purchase Agreement) DISCLOSURE MATERIALS The Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 10, 2017 The Parent’s Current Report on Form 8-K, filed with the SEC on March 9, 2017 Investor Presentation dated April 2017, which was posted to IntraLinks on March 29, 2017 SCHEDULE 5.3 (to Note Purchase Agreement) SUBSIDIARIES OF THE ISSUER AND OWNERSHIP OF SUBSIDIARY STOCK (i) Subsidiaries: Name Jurisdiction of Formation Direct or Indirect Ownership Interest Subsidiary Guarantor CoreSite, L.L.C. Delaware 99.00 %(1) No Comfluent Acquisition, L.L.C. Delaware 100.00 % No CoreSite 0000 00xx Xxxxxx XX, L.L.C. Delaware 100.00 % Xx XxxxXxxx 0000 X Xxxxxx, X.X.X. Xxxxxxxx 100.00 % No CoreSite 32 Avenue of the Americas, L.L.C. Delaware 100.00 % No CoreSite Coronado Xxxxxxx, L.L.C. Delaware 100.00 % No CoreSite Data Center Services, Inc. Delaware 100.00 % No CoreSite Denver, L.L.C. Colorado 100.00 % No CoreSite Development Services, Inc. Delaware 100.00 % No CoreSite One Wilshire, L.L.C. Delaware 100.00 % Yes CoreSite Real Estate 00000 Xxxxxxx Xxxxxx Xxxxx L.L.C. Delaware 100.00 % Yes XxxxXxxx Xxxx Xxxxxx 0000 XxXxxxxx XX, L.L.C. Delaware 100.00 % No CoreSite Real Estate 1656 XxXxxxxx, L.L.C. Delaware 100.00 % No CoreSite Real Estate 1656 XxXxxxxx, X.X. Delaware 100.00 % Yes CoreSite Real Estate 2 Xxxxxxx Xxxx, L.L.C. Delaware 100.00 % No CoreSite Real Estate 2115 NW 22nd Street, L.L.C. Delaware 100.00 % Yes CoreSite Real Estate 2901 Xxxxxxxx XX, L.L.C. Delaware 100.00 % Xx XxxxXxxx Xxxx Xxxxxx 0000 Xxxxxxxx, L.L.C. Delaware 100.00 % Xx XxxxXxxx Xxxx Xxxxxx 0000 Xxxxxxxx, X.X. Delaware 100.00 % Yes CoreSite Real Estate 2950 Xxxxxxx XX, L.L.C. Delaware 100.00 % No CoreSite Real Estate 2950 Xxxxxxx, X.X. Delaware 100.00 % No CoreSite Real Estate 2972 Xxxxxxx X.X., L.L.C. Delaware 100.00 % No CoreSite Real Estate 2972 Xxxxxxx, X.X. Delaware 100.00 % Yes CoreSite Real Estate 3001 Xxxxxxxx XX, L.L.C. Delaware 100.00 % Xx XxxxXxxx Xxxx Xxxxxx 0000 Xxxxxxxx, X.X. Delaware 100.00 % Xx XxxxXxxx Xxxx Xxxxxx 0000 Xxxxxxxx X.X., L.L.C. Delaware 100.00 % Xx XxxxXxxx Xxxx Xxxxxx 0000 Xxxxxxxx, X.X. Delaware 100.00 % No CoreSite Real Estate 3045 Xxxxxxx, X.X. Delaware 100.00 % No CoreSite Real Estate 3045 Xxxxxxx XX, L.L.C. Delaware 100.00 % No CoreSite Real Estate 427 X. XxXxxxx,...
Form of Opinion of Special Counsel For The Purchasers. [To Be Provided on a Case by Case Basis] Schedule 5.3 Disclosure Materials Schedule 5.4 Subsidiaries of the Company and Ownership of Subsidiary Stock (i) Subsidiaries: Name Jurisdiction % of Shares Subsidiary Guarantor (Yes/No) (ii) Affiliates: (iii) Company’s Directors and Senior Officers: Directors Senior Officers Financial Statements79 Schedule 5.15 Existing Indebtedness of the Company and its Subsidiaries Final Outstanding Obligor(s) Creditor CUSIP or ISIN (if applicable) Description of Indebtedness Interest Rate(s) Collateral Maturity Principal Amount [Name and Address of Company] Information Relating to Purchasers80 Name and Address of Purchaser Principal Amount of Notes to be Purchased [Name of Purchaser] $
Form of Opinion of Special Counsel For The Purchasers. 1. The Bond Purchase Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms.
Form of Opinion of Special Counsel For The Purchasers. February 4, 2010 To the Purchasers described on Schedule A to the Note Purchase Agreement referred to below Re: $50,000,000 5.04%, Series A, Senior Secured Notes due February 3, 2010 of MGE Power Elm Road, LLC Ladies and Gentlemen: We have acted as your special counsel in connection with your separate purchases on the date hereof of the $50,000,000 aggregate principal amount of the 5.04%, Series A, Senior Secured Notes due February 3, 2010 (the “Notes”) of MGE Power Elm Road, LLC, a limited liability company organized and existing under the laws of the State of Texas (the “Issuer”), issued under and pursuant to the Note Purchase Agreement, dated February 3, 2010 (the “Note Purchase Agreement”), between the Issuer and the purchasers listed in Schedule A thereto (collectively, the “Purchasers”). All capitalized terms used herein but not otherwise defined shall have the meanings assigned thereto in the Note Purchase Agreement. In that connection, we have examined the following:
Form of Opinion of Special Counsel For The Purchasers. The closing opinion of Xxxxxxx and Xxxxxx, special counsel to the Purchasers, called for by Section 4.4(c) of the Note Purchase Agreements, shall be dated the date of the Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:
Form of Opinion of Special Counsel For The Purchasers. [To Be Provided on a Case by Case Basis] SCHEDULE 4.4(b) (to Note Purchase Agreement) Schedule 5.3 Disclosure Materials Disclosure Documents: • Investor Presentation, uploaded to IntraLinks on November 13, 2023. • Company’s Annual Report on Form 10-K for the year ended December 31, 2022. • Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023. • Company’s Current Reports on Form 8-K filed with the SEC on January 6, 2023, May 26, 2023 (Item 5.02 only), June 1, 2023, July 28, 2023, and August 7, 2023, each of which has been filed with the SEC under the Exchange Act. (to Note Purchase Agreement) Schedule 5.4 Subsidiaries of the Company and Ownership of Subsidiary Stock
Form of Opinion of Special Counsel For The Purchasers. [To Be Provided on a Case by Case Basis] Schedule 4.4(b) (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 5.3 Disclosure Materials [Intentionally Omitted] Schedule 5.3 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 5.4 Subsidiaries of the Company and Ownership of Subsidiary Stock [Intentionally Omitted] Schedule 5.4 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 5.5 Financial Statements [Intentionally Omitted] Schedule 5.5 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 5.15 Existing Indebtedness of the Company and its Subsidiaries [Intentionally Omitted] Schedule 5.15 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 6.8 AML Compliance [Intentionally Omitted] Schedule 6.8 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 10.1 Transactions with Affiliates [Intentionally Omitted] Schedule 10.1 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 10.5 Liens [Intentionally Omitted] Schedule 10.5 (to Note Purchase Agreement) Schedule 10.6 Investments [Intentionally Omitted] Schedule 10.6 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 10.7 Excluded Assets [Intentionally Omitted] Schedule 10.7 (to Note Purchase Agreement) BUSINESS.29995723.2 Schedule 10.5 (to Note Purchase Agreement) Schedule 13.2 Non Competitors [Intentionally Omitted] Schedule 13.2 (to Note Purchase Agreement) BUSINESS.29995723.2 North Haven Private Income Fund LLC 0000 Xxxxxxxx, 00xx Floor New York, New York 10036 Information Relating to Purchasers [Intentionally Omitted] Purchaser Schedule (to Note Purchase Agreement) BUSINESS.29995723.2 North Haven Private Income Fund LLC [Number] Supplement to Master Note Purchase Agreement Dated as of ______________________ Re: $____________ _____% Series _______ Senior Notes Due _____________________ Exhibit S (to Note Purchase Agreement) BUSINESS.29995723.2 North Haven Private Income Fund LLC Dated as of ____________________, 20__ To the Additional Purchaser(s) named in Schedule A hereto Ladies and Gentlemen: This [Number] Supplement to Master Note Purchase Agreement (the “Supplement”) is between North Haven Private Income Fund LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”). Reference is hereby made to that certain Master Note Purchase Agreement dated as of March 16, 2023 (the “Note Purchase Agreement”) among the Company and the Purchasers listed on the Purchaser Schedule t...
