OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion:
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.
(b) Parent acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Parent Signing Representation Letter”).
(c) The Company acknowledges that it has executed and delivered to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP a representation letter as of the date of this letter agreement substantially in the form provided to Biogen on the date hereof (the “Company Signing Representation Letter” and together with the Parent Signing Representation Letter, the “Signing Representation Letters”).
(d) Immediately prior to the consummation of the Offer (the “Offer Closing”), Parent shall execute and deliver a representation letter (the “Parent Closing Representation Letter”) to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP substantially in the form of the Parent Signing Representation Letter, with such changes as are necessary to reflect any changes in facts prior to the Offer Closing.
(e) Immediately prior to the Offer Closing, the Company shall execute and deliver a representation letter (the “Company Closing Representation Letter” and, together with the Parent Closing Representation Letter, the “Closing Representation Letters”) to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP substantially in the form of the Company Signing Representation Letter, with such changes as are necessary to reflect any changes in facts prior to the Offer Closing.
(f) As of the date immediately prior to the Merger Signing Date, Parent knows of no reason why it would not be able to deliver the Parent Closing Representation Letter.
(g) The Company shall use its reasonable best efforts to cause Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to deliver the Company Closing Opinion (as defined below) immediately prior to the Offer Closing, such that the condition set forth below in Section 1(h) is satisfied. As of the date immediately prior to the Merger Signing Date, the Company knows of no reason why (i) it would not be able to deliver the Company Closing Representation Letter or (ii) it would not be able to obtain the Company Closing Opinion.
(h) The requirement in Section 7.01(c) of the Tax Matters Agreement that Bioverativ deliver Biogen an Unqu...
OPINION MATTERS 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. 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) 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:
o Section 5.01 (a), (b) and (c) --------------- --- --- o Section 5.02 o Section 5.03 o Section 5.04 o Section 5.06 o Section 5.14(b)
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 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 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 This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 23, 2015, 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: H-712421.4 E-1 Opinion Matters 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”).
OPINION MATTERS. Local Counsel to Loan Parties in Ohio K Holdings Joinder Agreement and Guaranty L Subordination Provisions M Intercreditor Agreement This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 30, 2004, among UNITED INDUSTRIES CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, JPMORGAN CHASE BANK, as Documentation Agent, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders, Collateral Agent for the First Lien Lenders, Swing Line Lender and L/C Issuer, and BANK OF AMERICA, N.A., as Collateral Agent for the Second Lien Lenders.
