Louisiana Law. As to all matters of New York law, we have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid & Priest LLP. The opinion set forth abxxx is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Reid & Priest LLP and Winthrop, Stimson, Putnam & Robexxx may rely on this opinion as to all maxxxxx of Xxxxxxxna law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid & Priest LLP] ______________, 1996 Morgan Stanley & Co. Incorporated Citicorp Securities, Xxx. x/x Xxxgan Stanley & Co. Incorporated 1285 Broadway New Yxxx, Xxw York 10036-8293 Ladixx xxx Xxxxxxxxx: Xx, xxxxxxxx xxxx Xonroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted as counsel for Louisiana Power & Light Company (the "Company") in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective ____________ __, 1996 (the "Underwriting Agreement"), among W3A Funding Corporation (the "Funding Corporation"), the Company and you, of $___________ aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ and $___________ aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (collectively, the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of __________ __, 1996, as amended by Supplemental Indenture No. 1, dated as of __________ __, 1996 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the Company. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement and Prospectus filed under the Securities Act; (e) the records of various corporate proceedings relating to th...
Louisiana Law. This contract shall be governed by Louisiana law.
Louisiana Law. Customer's duty to indemnify hereunder shall include costs or expenses arising out of claims specified herein, including all court and/or arbitration costs, filing fees, attorneys' fees and costs of settlement. Customer shall not be required to indemnify Company for Company's own or concurrent negligence. However, the indemnification obligation under the above paragraph shall not be limited in any way by any limitation on the amount or type of damage, compensation, or benefits payable by or for the Customer under worker's compensation acts, disability benefit acts, or other employee benefit acts. This provision is separate and distinct from any other provision or paragraph in this contract, including any provision or paragraph concerning indemnification and procurement of insurance. If any paragraph, sentence or clause is declared invalid, then all other paragraphs, sentences or clause of this contract shall stand. Customer agrees to indemnify, defend and hold harmless the Company for any non-construction or non-transportation work to the fullest extent permitted by law, including Company’s own fault or negligence; Customer understands that Company is providing a service as a vendor and is not a contractor and as such LSA-R.S. §9:2780.1 does not apply to non- construction work performed by Company. To the extent that it is determined LSA-R.S. §9:2780.1 does apply, the indemnity shall be properly limited to comply with same. The parties expressly agree that this indemnification agreement may limited by the above Louisiana statutes when construction work is being provided, however it is the parties intent that the following applies to work performed by the Customer:
Louisiana Law. This Hunting Land License Agreement is construed under and in accordance with the laws of Louisiana. Landowner is to be afforded recreational use immunity to the extent provided for under Louisiana law.
Louisiana Law. This contract shall be governed by
Louisiana Law. Under the Louisiana Act (as defined in "The Companies-- Gaming Regulation and Licensing"), no entity which is licensed or has a direct or indirect financial interest in an entity licensed as a manufacturer of video draw poker devices may be licensed as a distributor or device owner. See "The Companies--Gaming Regulations and Licensing". This law will have the effect of making it unlawful for the combined company to both manufacture and distribute such devices for use in Louisiana. Consequently, following the Merger, BGII will not be allowed to sell such devices to entities currently subject to the Louisiana Act. Such law would not impose restrictions on sales of parts or other equipment by the combined company and would not prohibit sales of BGII products to riverboats and land-based casinos. BGII's aggregate VLT business was less than 2% of BGII's consolidated sales during 1995. Investment in Minority-Owned Subsidiary. Alliance invested $1,580,000 for a 50% interest in Kansas Financial Partners, LLC ("KFP") in 1994. KFP owns a second mortgage in the amount of $3,205,000, plus accrued interest, secured by a greyhound racing facility in Frontenac, Kansas, owned by Camptown Greyhound Racing, Inc. ("Camptown"). Camptown filed for protection under Chapter 11 of the U.S. Bankruptcy Code in January of 1996. KFP intends to pursue its rights to protect its collateral, including foreclosing on the second mortgage, which would require KFP to assume or pay the first mortgage of approximately $2,000,000. There can be no assurance that KFP will be able to gain control of the greyhound racing facility and obtain a license to operate the facility, or that Alliance will be able to recover its investment in KFP. Additionally, Alliance owns a 50% interest in Kansas Gaming Partners, LLC ("KGP") which owns the rights to operate gaming devices and/or casino style gaming at the greyhound racing facility if and when such gaming becomes legal in Kansas. While Alliance understands that the Kansas legislature may consider two gaming bills this session, there can be no assurance that gaming of any type will ever be legalized for operation at the greyhound track. See "The Companies--Alliance Gaming Corporation--Business Development Activity." Series B Special Stock. The Series B Special Stock dividend may be paid- in-kind ("PIK") in whole or in part until after the seventh anniversary of the Effective Time. The Series B Special Stock is mandatorily redeemable on the eighth anniversar...
Louisiana Law. This Contract shall be governed by Louisiana law without regard to or application of choice of law rules or principles. Both parties hereby consent to the exclusive jurisdiction of the state and federal courts located within the State of Louisiana, agree to venue lying in such courts, and expressly waive any objections or defense based upon lack of personal jurisdiction or venue or forum non conveniens.
Louisiana Law. It is hereby agreed by and between the parties that all aspects of the Agreement, including interpretation of its provisions and any disputes arising hereunder, are to be governed solely and exclusively by Louisiana law. 10.3
Louisiana Law. With respect to the opinions set forth in paragrahs (4) and (5) above, we call your attention to the fact that the provisions of the Atomic Energy Act of 1954, as amended, and the regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustees or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.
