Reliance on Opinion Sample Clauses

Reliance on Opinion. This opinion may be relied upon by and is issued for the benefit of the persons to whom it is addressed solely for their use. Except with our prior written consent, it may not be disclosed or quoted or relied upon by any other person or for any purposes (other than their legal advisers). This opinion is limited to the matters expressly stated herein, and does not extend to, and is not to be read as extended by implication to, any other matter in connection with the Loan Documents referred to therein. ANNEX A List of Preferential Debts
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Reliance on Opinion. The opinion of such counsel that was issued in connection of the closing of the Credit Facility is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them. In rendering the foregoing opinions, Xxxxxxxxx & Xxxxxxxx LLP may include exceptions and qualifications that it would include in a similar opinion provided to the lenders under the Credit Facility, including but not limited to (A) reliance in respect of matters of fact upon certificates or comparable documents of an officer or other representative of the General Partner and/or the Partnership and upon information obtained from public officials, (B) an assumption that all documents submitted to it as originals are authentic, that all copies submitted to it conform to the originals thereof, and that the signatures on all documents examined by it are genuine, (C) a statement that its opinion is limited to applicable federal laws, the Delaware LP Act and applicable laws of the State of New York. EXHIBIT D FORM OF LOCK-UP LETTER CITIGROUP GLOBAL MARKETS INC. XXXXXX BROTHERS INC. As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Initial Public Offering of Units by Enterprise GP Holdings L.P. Dear Sirs: The undersigned understands that you, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Enterprise Parties providing for the purchase by you and such other Underwriters of units, representing limited partner interests (the “Partnership Units”), in Enterprise GP Holdings L.P. (the “Partnership”), and that the Underwriters propose to reoffer the Partnership Units to the public (the “Offering”). Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement. In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, announce the intention to sell or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disp...
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Related to Reliance on Opinion

  • Reliance on Opinions Before the Indenture Trustee acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

  • Reliance on Counsel The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel provided that such counsel shall have been selected with due care.

  • Reliance on Company Statement Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

  • Reliance on Notices Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary.

  • Reliance on Documents, Opinions, Etc Except as otherwise provided in Section 7.01:

  • Reliance on Others The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

  • Reliance on Provisions Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

  • Reliance on Documents The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

  • No Reliance on Lender The general partners, members, principals and (if Borrower is a trust) beneficial owners of Borrower are experienced in the ownership and operation of properties similar to the Property, and Borrower and Lender are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property. Borrower is not relying on Lender's expertise, business acumen or advice in connection with the Property.

  • Reliance on Advisors The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

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