Opinion of Xxxxxxx Xxxxx Sample Clauses

Opinion of Xxxxxxx Xxxxx. Xxxxx Xxxxxxxx LLP, Tennessee local counsel for each of the Originators organized in such local counsel’s jurisdiction

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Opinion of Xxxxxxx Xxxxx. Boult Xxxxxxxx LLP, Alabama local counsel for each of the Originators organized in such local counsel’s jurisdiction

Opinion of Xxxxxxx Xxxxx. Xxxxxxx LLP, California counsel for the Loan Parties.

Opinion of Xxxxxxx Xxxxx. Vornado shall have received an opinion from Xxxxxxx Xxxxx, in form and substance reasonably accept to Vornado and its counsel, limited solely to matters of Maryland corporation law, to the effect that the Preferred Voting Stock may be voted by NKT in the manner and at the times described in the Registration Statement and that the agreement between the Corporation and NKT to provide that NKT shall seek the vote of the holders of the Class A Units on the matter being submitted to the holders of Corporation’s common stock.

Opinion of Xxxxxxx Xxxxx. Xxxxxxx Xxxxx rendered its opinion to our Board of Directors that, as of June 26, 2007 and based upon and subject to the factors and assumptions set forth therein, the $36.50 in cash per share of eFunds Common Stock to be received by the holders of the outstanding shares of eFunds Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. In connection with rendering the opinion and performing its related financial analyses, Xxxxxxx Xxxxx reviewed, among other things: • the Merger Agreement; • annual reports to stockholders and Annual Reports on Form 10-K of eFunds for the five fiscal years ended December 31, 2006; • certain interim reports to stockholders and Quarterly Reports on Form 10-Q of eFunds; • certain other communications from us to our stockholders; and • certain internal financial analyses and forecasts for us prepared by our management. Xxxxxxx Xxxxx also held discussions with members of our senior management regarding their assessment of our past and current business operations, financial condition and future prospects. In addition, Xxxxxxx Xxxxx reviewed the reported price and trading activity for the shares of eFunds Common Stock, compared certain financial and stock market information for us with similar financial and stock market information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the financial technology industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as it considered appropriate. For purposes of rendering its opinion, Xxxxxxx Xxxxx relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, accounting, legal, tax and other information provided to, discussed with or reviewed by it. In that regard, Xxxxxxx Xxxxx assumed with our consent that the internal financial forecasts prepared by our management were reasonably prepared on a basis reflecting the best then currently available estimates and judgments of our management. In addition, Xxxxxxx Xxxxx did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of us or any of our subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of ours or o...

Related to Opinion of Xxxxxxx Xxxxx

/s/ Xxxxxx X Xxxxx ------------------- ..................
Xxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.
XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of November 3, 2003 By: ______________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.
Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.