UCC Opinions Sample Clauses

UCC Opinions. (a) The Security Agreement creates a valid security interest in favor of the Secured Party in the rights of each debtor in the UCC Collateral to secure the Secured Obligations (as defined in the Security Agreement).
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UCC Opinions. (a) The provisions of the authorization letter dated [______], 2001 (the "AUTHORIZATION LETTER"), to the Secured Party, are sufficient to constitute authorization by Colorado Guarantor of the filing of the financing statements for purposes of Section 9-509 of the Uniform Commercial Code of the State of Colorado (the "COLORADO UCC"). [NEED TO SEE COPY OF EXECUTED LETTER]
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UCC Opinions. For purposes of this paragraph 14, the following terms have the following respective meanings: (i) “
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UCC Opinions. (a) Upon the execution by the Mississippi Guarantor of the Security Agreement and the filing of the Mississippi Guarantor Financing Statements listing the collateral described in the Mississippi Guarantor Security Agreement, in the office of the Chancery Clerk of Tunica County, Mississippi, and in the office of the Secretary of State of Mississippi, the security interest granted by the Mississippi Guarantor in the collateral described in the Security Agreement will be a valid perfected security interest in such collateral which is located in the State of Mississippi in accordance with the Uniform Commercial Code as in force and effect in the State of Mississippi (the "UCC"), provided that such perfection shall extend to such items in which a security interest may be perfected by the filing of financing statements under the UCC, and no refiling or re-recording of such Mississippi Guarantor Financing Statements is required in order to maintain the security interest of the Secured Party in said collateral, except continuation statements which are required to be filed within six (6) months prior to the expiration of five (5) years from the date of the filing of the original Financing Statements and within six (6) months prior to the expiration of each five year period from such date thereafter.
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UCC Opinions. (a) The Security Agreement creates a valid security interest in favor of the Trustee in the Collateral (as that term is defined in the Security Agreement) in which a security interest may be created under the Uniform Commercial Code as now in effect in the State of New York (the “New York UCC”) or, to the extent such a security interest may not be created under the New York UCC, under the applicable laws of the United States of America with respect to any copyrights, patents or trademarks that are part of such Collateral in which a security interest may be created under such laws (that portion of the Collateral constituting the assets and properties of the Issuers (together, the “UCC Collateral”).
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UCC Opinions. (a) Upon the execution by the Mississippi Guarantor of the Security Agreement and the filing of the Mississippi Guarantor Financing Statement, in the office of the Chancery Clerk of Tunica County, Mississippi, and in the office of the Secretary of State of Mississippi, the security interest granted by the Mississippi Guarantor in the collateral described in the Security Agreement will be a valid perfected security interest in such collateral in accordance with the Uniform Commercial Code as in force and effect in the State of Mississippi (the "UCC"), and no refiling or re-recording of such Mississippi Guarantor Financing Statements is required in order to maintain the security interest of the Secured Party in said collateral, except continuation statements which are required to be filed within six (6) months prior to the expiration of five (5) years from the date of the filing of the original Financing Statements and within six (6) months prior to the expiration of each five year period from such date thereafter.
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UCC Opinions. (a) Each of the Issuers and the Parent (the "INDIANA GRANTORS") has authorized the filing of the financing statements attached hereto (the "FINANCING STATEMENTS") naming such Indiana Grantor as debtor for purposes of Section 9-509 of the Uniform Commercial Code as now in effect in the State of Indiana (the "INDIANA UCC").
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UCC Opinions. The Administrative Agent shall have received within 30 days of the Merger Borrowing Date an opinion or opinions address to each of the Lenders from counsel to the Borrower and its Subsidiaries, if any, acceptable to the Required Lenders, which opinion shall cover the perfection of the Administrative Agent's Liens for the benefit of the Lenders in the Collateral described in such Security Documents and such other matters relating thereto.
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Related to UCC Opinions

  • Title Opinions The Agents shall have received the opinions to be delivered pursuant to Section 3(s) on or before the date on which such delivery of such opinions is required pursuant to Section 3(s).

  • Recording and Opinions 54 Section 10.03.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received

  • Certificates and Opinions (a) Unless otherwise provided in a particular Schedule to this Agreement, each certificate and each opinion furnished pursuant to any provision of this Agreement shall specify the Section or Sections under which such certificate or opinion is furnished, shall include a statement that the Person making such certificate or giving such opinion has read the provisions of this Agreement relevant thereto and shall include a statement that, in the opinion of such Person, such Person has made such examination and investigation as is necessary to enable such Person to express an informed opinion on the matters set out in the certificate or opinion.

  • Filing, Recording and Opinions (a) The Issuer will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.

  • Opinions Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through (c) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

  • Opinions and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

  • Compliance Certificates and Opinions Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

  • Legal Opinions of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Rating Agency Opinions Each Underwriter shall be addressed in any opinion from any counsel delivering any written opinion to the Rating Agencies in connection with the transaction described herein which is not otherwise described in this Agreement.

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