Gentlemen Sample Clauses

Gentlemen. In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:

Gentlemen. As part of the sale of the shares of Common Stock of Charm Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Gentlemen. We certify through our duly authorized and acting agent that the following item [or items, as the case may be] furnished by us to the Project named in the caption was [or were, as the case may be] started up, tested, and placed in operation by our authorized field representative on [enter the date on which the field representative performed the start-up, test, and placing into operation] and is [or are, as the case may be] operating properly: [List the item or items furnished to the job. Show catalogue number or numbers.]

Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as tho...

Gentlemen. In accordance with Section 6.15 of the Indenture, the undersigned, as Indenture Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule to the Indenture (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the Mortgage File and has determined that, except as noted on the Schedule of Exceptions attached hereto: (i) all documents required to be included in the Mortgage File (as set forth in the definition of "Mortgage Loan Documents" in the Mortgage Loan Sale Agreement referred to in the Indenture) are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; and (iii) based on examination by it, and only as to such documents, the information set forth on the Mortgage Loan Schedule to the Indenture accurately reflects the information set forth in the Mortgage File. The undersigned further certifies that the Indenture Trustee's review of each Mortgage File included each of the procedures listed in Section 6.15(a) of the Indenture. Except as described herein, the Indenture Trustee has not made an independent examination of any documents contained in any Mortgage File. The Indenture Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Mortgage File for any of the Mortgage Loans listed on the Mortgage Loan Schedule to the Indenture, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Mortgage File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Indenture. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee By:___________________________ Its:__________________________ EXHIBIT E-2 FORM OF INDENTURE TRUSTEE'S FINAL CERTIFICATION [Date] National Mortgage Corporation Harlequin Plaza, Suite 330 S 7600 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000-0000 Xe: Indenture, dated as of September 1, 1997 (the "Indenture"), between Fund America Investors Trust 1997-NMC1 (the "Issuer") and Norwest Bank Minnesota, National Association, as Trustee (the "Indenture Trustee").

Gentlemen. Reference is made to that certain Loan and Security Agreement, dated July __, 1997 (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for,...

Gentlemen. In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows:

Gentlemen. This certificate is submitted by the undersigned (hereinafter the "Borrower") pursuant to Sections 3.1.1.10 or 5.3.4 of the Loan Agreement. Capitalized terms used herein have the same meaning as in the Loan Agreement. The Borrower hereby certifies to the Agent and the Lenders that the following information is true, accurate and complete as of , 19 .

Gentlemen. Reference is made to the above-described Lease in which the undersigned is the Tenant. We understand that you are entering into a transaction with the Landlord which relates to, among other things, this Lease; and we hereby, as a material inducement for you to enter into such transaction with Landlord, represent that:

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCB's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCB. Based upon and subject to the foregoing, we are of the opinion that: