The Transaction Documents. The Company has all necessary power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder; each of the Transaction Documents has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.
The Transaction Documents. Each of the Obligors has all necessary power and authority to execute and deliver the Transaction Documents to which it is or will become a party and to perform its respective obligations thereunder. Each Transaction Document has been duly authorized by each of the Obligors party thereto and, when executed and delivered by the Obligors party thereto (assuming the due authorization, execution and delivery by the other parties thereto), each such Transaction Document, to the extent applicable, will constitute a legal, valid and binding agreement of the Obligors party thereto, enforceable against such Obligors in accordance with its terms, except as the enforceability hereof and thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought (clauses (i) and (ii) collectively, the “Enforceability Exceptions”).
The Transaction Documents. Prior to the Separation Time, each of U S WEST and New U S WEST shall enter into, or cause the appropriate members of the Group of which it is a member to enter into, the Transaction Documents.
The Transaction Documents. Each of the Issuer and the LLP undertakes that it will not:
(a) without prior consultation with the Arranger on behalf of the Dealers, save to the extent expressly contemplated in the Transaction Documents, terminate any of the Transaction Documents to which it is a party or effect or permit to become effective any amendment to any such Transaction Documents, which in the case of an amendment, would materially and adversely affect the interests of any Dealer or of any holder of Covered Bonds issued before the date of the amendment; or
(b) without prior consultation with the Dealers, appoint a different Bond Trustee under the Trust Deed or Security Trustee under the Deed of Charge and/or Principal Paying Agent under the Agency Agreement, and the Issuer and the LLP will promptly notify each of the Dealers of the effective date of any termination of, or amendment to, any of the Transaction Documents to which any of them is a party and of any change in the Bond Trustee under the Trust Deed or the Security Trustee under the Deed of Charge and/or the Principal Paying Agent under the Agency Agreement.
The Transaction Documents. Confirmation from Xxxxxxxx Chance LLP as legal counsel to the Security Trustee that they have received, on behalf of the Security Trustee, a transaction legal opinion from Xxxxx & Overy LLP. SCHEDULE 2 CALCULATION OF THE MANDATORY LIQUID ASSET COST
The Transaction Documents. Confirmation from Clifford Chance LLP as legal counsel to the Security Trustee xxxx xxxy have received, on behalf of the Security Trustee, a transaction legal opinion from Allen & Overy LLP. SCHEDULE 2 CALCULATION OF THE MANDATORY LIQUID ASSET COST
The Transaction Documents. (a) The provisions of the Transaction Documents are effective to create in favor of the Lender a legal, valid and enforceable security interest in all right, title and interest of the Borrowers in the Collateral, subject to no other Liens other than Permitted Encumbrances. The recordation of the Trademark Security Agreement in the form attached hereto in the United States Patent and Trademark Office together with filings on Form UCC-1 made pursuant hereto will create, as may be perfected by such filing and recordation, a perfected security interest granted to the Lender in the trademarks and patents covered by the Trademark Security Agreement.
(b) The security interests created in favor of the Lender under the Pledge Agreement constitute first priority perfected security interests in the Pledged Securities described in the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities under the Pledge Agreement.
(c) Each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Real Property in favor of the Lender (or such other trustee as may be required or desired under local law), superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on such Real Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Encumbrances related thereto).
The Transaction Documents. The Transaction Documents, other than the Preliminary Offering Circular and Offering Circular, conform or will conform in all material respects to the descriptions thereof in the Offering Circular.
The Transaction Documents. Confirmation from Sidley Axxxxx Xxxxx & Wxxx as legal counsel to the Security Trustee that they have received, on behalf of the Security Trustee, a transaction legal opinion from Axxxx & Overy. SCHEDULE 2 CALCULATION OF THE MANDATORY LIQUID ASSET COST
The Transaction Documents. Each Transaction Document has been duly authorized, executed and delivered by the Company and each Transaction Document conforms in all material respects to any description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus.
