OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: • Section 5.01(a), (b) and (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b)
OPINION MATTERS. 1. the Corporation is a corporation existing under the Canada Business Corporations Act and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this agreement;
OPINION MATTERS. (a) Immediately prior to the closing of the Merger (the “Merger Closing”), Baxter shall execute and deliver representation letters (the “Baxter Closing Representation Letters”) to Cravath, Swaine & Xxxxx LLP and KPMG LLP substantially in the form of the representation letters (the “Baxter Signing Representation Letters”) executed and delivered by Baxter on the date immediately prior to the date that the Merger Agreement is entered into by Parent and Baxalta (the “Merger Signing Date”) with such changes as are necessary to reflect any changes in facts prior to the Merger Closing.
OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: • Section 5.01(a), (b) and (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b) EXHIBIT G FORM OF JOINDER AGREEMENT THIS JOINDER IN GUARANTY (this “Joinder”) is executed as of , 200___ by , a [corporation/limited liability company/partnership] (“Joining Party”), and delivered to BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), for the benefit of the Lenders (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined. Imation Corp. a Delaware corporation (“Imation”) and Imation Enterprises Corp., a Delaware corporation (“Enterprises”) (each of Imation and Enterprises is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A. as issuer of letters of credit for the account of the Borrowers (in such capacity, the “L/C Issuer”) and the Administrative Agent are parties to a Credit Agreement, dated as of March 29, 2006 (as amended, modified or supplemented from time to time, the “Credit Agreement”); The Joining Party is a direct or indirect Subsidiary of a Borrower and desires, or is required pursuant to the provisions of the Credit Agreement, to become a Guarantor under the Guaranty; and The Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of Letters of Credit for the account of, the Borrowers, in each case pursuant to the Credit Agreement and, accordingly, desires to execute this Joinder in order to (i) satisfy the requirements described in the preceding paragraph; and (ii) induce the Lenders to continue to make Loans and the Issuing Lender to issue Letters of Credit to the Borrowers; Accordingly, in consideration of the foregoing and other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby makes the following representations and warranties to the L/C Issuer, each Lender and the Administrative Agent and hereby covenants and agrees with the L/C Issuer, each Lender and the Administrative Agent as follows:
OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: Section 5.01(a) and (b) Section 5.02 Section 5.03 Section 5.04 Section 5.14(c) Opinion Matters EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Amended and Restated Credit Agreement, dated as of December 31, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among TAPSTONE ENERGY, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and L/C Issuer. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Ame...
OPINION MATTERS. (a) Parent and the Company acknowledge and agree that the Merger Agreement and the transactions contemplated by the Offer and the Merger constitute Proposed Acquisition Transactions.
OPINION MATTERS. Counsel to Loan Parties H-2 Opinion Matters – In-house Counsel H-3 Opinion Matters – Local Counsel to Loan Parties I Intercompany Note Subordination Agreement J Report of Letter of Credit Information K Non-Bank Certificate L Valvoline Joinder Agreement M Mortgage CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 11, 2016, among VALVOLINE XXXXX ONE LLC, a Delaware limited liability company (the “Initial Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and each L/C Issuer (as this and other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below) from time to time party hereto, THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer and CITIBANK, N.A., as Syndication Agent.
OPINION MATTERS. Counsel to Loan Parties H-2 Opinion Matters – New York Counsel to Loan Parties I Borrowing Base Certificate SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2009, among Clean Harbors, Inc., a Massachusetts corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
OPINION MATTERS. Counsel to the Borrower E-2 Opinion Matters – In-house Counsel E-3 Opinion Matters – Local Counsel to the Borrower F Report of Letter of Credit Information G Non-Bank Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of March 14, 2013, among ASHLAND INC., a Kentucky corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), THE BANK OF NOVA SCOTIA, as Administrative Agent, Swing Line Lender and an L/C Issuer, CITIBANK, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC. and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
OPINION MATTERS. The matters contained in the following Sections of the Term Loan Credit Agreement should be covered by the legal opinion: Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.09 Section 5.15(b) H-712421.4 E-1 Opinion Matters EXHIBIT F FORM OF SUBORDINATION AGREEMENT2 THIS AGREEMENT made as of the ______ day of _____________, ______ by Questar Corporation, a Utah corporation (the “Subordinated Creditor”), in favor of Bank of America, N.A., as Administrative Agent and the Lenders (collectively, the “Senior Lenders”).
