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). (b) The Parent Pledge Agreement creates a valid security interest in favor of the Secured Party in the Pledge Agreement UCC Collateral to secure the Secured Obligations. (c) Each of the Delaware Entities has authorized the filing of the Financing Statement naming such Delaware Entity as debtor for purposes of Section 9-509 of the Delaware UCC. Each Delaware Entity is a "registered organization" under Section 9-202(a)(70) of the Delaware UCC. (d) Each Financing Statement includes not only all types of information required by Section 9-502(a) of the Delaware UCC, but also the types of information without which the Filing Office may refuse to accept such Financing Statement pursuant to Section 9-516 of the Delaware UCC. Upon the later of the attachment of the security interest and the filing of each Financing Statement in the Filing Office, the security interest in favor of the Secured Part in the UCC Collateral will be perfected to the extent a security interest in such UCC Collateral can be perfected under the Delaware UCC by the filing of a financing statement. In addition, we have participated in conferences with officers and other representatives of the Issuers, representatives of the independent public accountants of the Issuers, representatives of the Initial Purchaser and counsel for the Initial Purchaser, at which the contents of the Offering Circular and related matters were discussed and, although we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Circular and have not made any independent check or verification thereof, during the course of such participation, no facts came to our attention which lead us to believe that the Offering Circular, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, it being understood that we express no opinion or belief with respect to the pro forma financial statements, including the notes thereto, the financial statements, including the notes thereto, or oth...
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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) [The provisions of the authorization letter dated [______], 2003 (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").] (b) The provisions of the Deed of Trust are sufficient to constitute authorization by Colorado Guarantor of the filing of the fixture financing statement for purposes of Section 9-509 of the Colorado UCC. (c) By virtue of the Security Agreement, assuming it is effective under New York law to create in favor of the Secured Party a valid security interest in the UCC Collateral that is of a type in which a security interest can be created under Article 9 of the Uniform Commercial Code in effect in the State of New York (the "NEW
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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"). (b) Each of the Financing Statements includes not only all of the types of information required by Section 9-502(a) of the Indiana UCC, but also the types of information without which the Office of the Secretary of State of the State of Indiana may refuse to accept such financing statement pursuant to Section 9-516 of the Indiana UCC. (c) Each of the Indiana Grantors is a "registered organization" for purposes of Section 9-102(a)(70) of the Indiana UCC. (d) Upon the later of the attachment of the security interest and the filing of the Financing Statements in the Office of the Secretary of State of the State of Indiana, the security interest of the Secured Party in the Indiana Grantors' rights in the Collateral will be perfected to the extent a security interest in such Collateral can be perfected by the filing of a financing statement. (e) No documentary, stamp or intangible tax, transfer tax or similar charge is payable under Indiana law in connection with the execution, delivery, filing, recordation or performance of the Security Documents or the Financing Statements in the State of Indiana, except filing fees payable in connection therewith, calculated on a per document or per page basis, or a combination thereof. Although certain of the Operative Documents contain choice of law provisions which state that they are to be governed by and construed in accordance with the laws of the State of New York, in the event that the laws of the State of Indiana were applied to govern such Operative Documents, such Operative Documents will not violate any applicable usury laws of the State of Indiana. EXHIBIT G FORM OF OPINION OF ICE MILLER SPECIAL INDIANA VESSEL COUNSEL 1. The Majestic Star Casino, LLC is a citizen of the United States within the meaning of 46 USC Section 802, as amended. 2. The Majestic Star Casino, LLC is qualified to own and document the "MAJESTIC STAR" under the laws of the United States and engage in operating the "MAJESTIC STAR" in the coastwise trade of the United States. 3. The Majestic Star Casino, LLC is the sole owner of the whole of the "MAJESTIC STAR."
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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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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] (b) The provisions of the Deed of Trust are sufficient to constitute authorization by Colorado Guarantor of the filing of the fixture financing statement for purposes of Section 9-509 of the Colorado UCC. [NEED TO SEE COPY OF EXECUTED DEED OF TRUST] (c) By virtue of the Security Agreement, assuming it is effective under New York law to create in favor of the Secured Party a valid security interest in the UCC Collateral that is of a type in which a security interest can be created under Article 9 of the Uniform Commercial Code in effect in the State of New York (the "NEW YORK UCC"), under the Colorado UCC, the security interest of the Secured Party will be perfected in Colorado Guarantor's rights in that portion of the UCC Collateral pledged by it upon the later of the attachment of the security interest and the filing of the Colorado Financing Statement in the Office of the Secretary of State of Colorado (the "COLORADO FILING OFFICE"), provided a security interest in such Collateral can be perfected by filing. We express no opinion with respect to (i) money; (ii) deposit accounts; (iii) letter of credit rights; (iv) goods covered by a certificate of title statute; (v) as-extracted collateral, timber to be cut;
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Related to UCC Opinions

  • Second Opinions The Member may access a second opinion from a Network Provider regarding a medical diagnosis or treatment plan. The Member may request Preauthorization or may visit a KFHPWA-designated Specialist for a second opinion. When requested or indicated, second opinions are provided by Network Providers and are covered with Preauthorization, or when obtained from a KFHPWA-designated Specialist. Coverage is determined by the Member's EOC; therefore, coverage for the second opinion does not imply that the services or treatments recommended will be covered. Preauthorization for a second opinion does not imply that KFHPWA will authorize the Member to return to the physician providing the second opinion for any additional treatment. Services, drugs and devices prescribed or recommended as a result of the consultation are not covered unless included as covered under the EOC.

  • Recording and Opinions (a) The Issuer shall, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iii) the favorable opinion of Xxxxxxx Xxxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Mourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares and (ii) the Company’s PRC counsel, Jiangsu Junjin law Firm, filed as Exhibit 8.1 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

  • 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 (except for certificates provided for in Section 1004) shall include, (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

  • 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.

  • Opinion and Comfort Letter Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

  • Legal Opinions The Administrative Agent shall have received the following executed legal opinions, in each case in form and substance reasonably acceptable to the Administrative Agent, with a copy for each Lender: (i) the executed legal opinion of Xxxxxxx X. Xxxxxxx, Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary to the Borrower; and (ii) the executed legal opinion of Xxxxxx, Xxxxxx & Xxxxx LLP, counsel to the Borrower.

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

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