Use of Opinion. This opinion letter is solely for your benefit in connection with the transaction covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval, except that copies of this opinion letter may be furnished to independent auditors and legal counsel in connection with their providing advice regarding such transaction and to appropriate regulatory authorities or pursuant to an order or legal process of any relevant governmental authority and to your permitted successors, assigns and participants, and prospective successors, assigns and participants. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. At your request, we hereby consent to reliance hereon by your successors, permitted assigns or participants pursuant to the Equity Documents, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a successor, assign or participant must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the successor, assign or participant at such time. Very truly yours, Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP NRG Investor Google Investor DOE PNC Bank, National Association, doing business as Midland Loan Services, a division of PNC Bank, National Association, in its capacity as Collateral Agent
Use of Opinion. This opinion is solely for your benefit in connection with the Loan Documents, and, except as provided below, may not be relied upon, used, quoted or referred to by, nor may copies hereof be delivered to, any other person, or for any other purpose without our prior written approval. Copies of this opinion letter may be furnished to, but not relied upon by, (a) prospective permitted assigns under the Loan Documents and their advisors, (b) your legal counsel in connection with their providing advice regarding the Loan Documents, (c) your auditors and bank examiners in connection with their audit and examination functions and (d) any person or entity to whom disclosure is required to be made by law or court order. At your request, we hereby consent to reliance hereon by your successors and permitted assigns pursuant to the Credit Agreement, on the condition and understanding that (i) this opinion letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to any Person other than its addressees, or to take into account changes in law, facts or other developments of which we may later become aware, and (iii) any such reliance by your successor or permitted assign must be actual and reasonable under the circumstances existing at the time of the assignment, including any changes in law, fact or any other development known to or reasonably knowable by such successor or permitted assign at such time. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, June [ ], 2016 National Rural Utilities Cooperative Finance Corporation, as Administrative Agent, the Issuing Lender, the Swingline Lender and to each of the Lenders party to the Credit Agreement referred to below Re: Credit Agreement Ladies and Gentlemen: I am the General Counsel of Chugach Electric Association, Inc., a corporation organized and existing under the laws of the State of Alaska (the “Borrower”), in connection with the Credit Agreement, dated as of June [_], 2016 (the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as the Issuing Lender, the Swingline Lender, and the Administrative Agent (the “Administrative Agent”). Capitalized terms used in this letter but not otherwise defined herein shall have the respective meanings assigned ...
Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice President, Legal Affairs To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to Applied Materials, Inc., a Delaware corporation (“Borrower”), in connection with the Revolving Credit Agreement, dated as of May 25, 2011 (the “Credit Agreement”), by and among the Borrower, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). This opinion is furnished to you pursuant to Section 3.01(g)(v) of the Credit Agreement. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. We have examined each of the following documents:
Use of Opinion. This opinion is solely for your benefit (and the benefit of any Assignee which becomes a Bank pursuant to Section 9.06(c) of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies 195 hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Barrx Xxxx Managing Director, Legal Affairs 196 EXHIBIT F OPINION OF ORRIXX, XXRRXXXXXX & XUTCXXXXX XXX, SPECIAL COUNSEL FOR THE COMPANY To the Banks and the Administrative Agent Referred to Below c/o Moxxxx Xxxranty Trust Company of New York, as Administrative Agent 60 Wxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxdies and Gentlemen: Re: 364-Day Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "COMPANY") in connection with that certain 364-Day Credit Agreement (the "AGREEMENT") dated as of March 13, 1998 among the Company, the banks signatory thereto (the "BANKS"), Morgxx Xxxranty Trust Company of New York, as Documentation Agent and Administrative Agent, and Citicorp Securities, Inc., as Syndication Agent. The capitalized terms herein are used as defined in the Agreement. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:
Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee which becomes a Lender pursuant to Section 8.07 of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Xxxxx Xxxx Managing Director, Legal Affairs EXHIBIT E OPINION OF XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP, SPECIAL COUNSEL FOR THE BORROWER To the Lenders and the Agent Referred to Below Citicorp USA, Inc., as Agent 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: 364-Day Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "Borrower") in connection with that certain 364-Day Credit Agreement (the "Agreement") dated as of March 12, 1999 among the Borrower, the lenders signatory thereto (the "Lenders"), Bank of America NT&SA, as Co-Agent, and Citicorp USA, Inc., as Agent. The capitalized terms herein are used as defined in the Credit Agreement. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:
Use of Opinion. This opinion letter is solely for the benefit of you in connection with the transaction covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted, or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion letter for events occurring or coming to my attention after the date hereof. Very truly yours, In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, dated as of May 7, 1997 (the "Agreement"), by and between Novellus Systems, Inc., a California corporation (the "Company"), and Varian Associates, Inc., a Delaware corporation ("Seller"), and pursuant to Section 2.6.3(b) of the Agreement, the undersigned, being the duly elected, qualified and acting Secretary of the Company, hereby certifies that: Attached hereto as Exhibit A is a true, correct and complete copy of certain resolutions duly adopted by the Board of Directors of the Company at its May 7, 1997 meeting. Each of said resolutions were duly adopted in accordance with the Restated Certificate of Incorporation and By-laws of the Company. Such resolutions constitute the only resolutions of the Board of Directors with respect to the matters referenced therein and have not been modified, amended or rescinded and remain in full force and effect as of the date hereof. Executed as of ____________, 1997. ------------------------------- Robexx X. Xxxxx Secretary I, John Xxxxxxxx, xxing the duly elected, qualified and acting Executive Vice President, Operations of Novellus Systems, Inc., a California corporation (the "Company"), hereby certify that Robexx X. Xxxxx xx the duly elected, qualified and acting Secretary of the Company and that his signature above is genuine. Dated: ______________, 1997 ----------------------------------- Richxxx X. Xxxx Chief Executive Officer, Operations 64 EXHIBIT 2.6.3(c) NOVELLUS SYSTEMS, INC. OFFICER'S COMPLIANCE CERTIFICATE In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, dated as of May 7, 1997 (the "Agreement"), by and between Novellus Systems, Inc., a California corporation (the "Company"), and Varian Associates, Inc., a Delaware corporation ("Seller"), and pursuant to Section 2.6.3(c) of the Agreement, the undersigned, being the duly elected, qualified and acting Executive Vice President, Chief Financial officer and Secretary of the...
Use of Opinion. This opinion letter is solely for the benefit of the several Underwriters in connection with the transaction covered in the first paragraph of this opinion letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, OXXXXX, HXXXXXXXXX & SXXXXXXXX LLP January 29, 2014 Kxxxx, Bxxxxxxx & Wxxxx, Inc. 700 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Jxxxxxxxx LLC 500 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 JMP Securities LLC 600 Xxxxxxxxxx Xxxxxx Suite 1100 San Francisco, California 94111 Re: JMP Group Inc. $42,000,000 aggregate principal amount of 7.25% Senior Notes due 2021 ( the “Notes”) Ladies and Gentlemen: We have acted as counsel for JMP Group Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company through you of the Notes, in accordance with the terms and conditions set forth in the Underwriting Agreement dated January 22, 2014 (the “Underwriting Agreement”) between the Company and Kxxxx, Bxxxxxxx & Wxxxx, Inc., Jxxxxxxxx LLC and JMP Securities LLC, as representatives of the underwriters named in Schedule A thereto (collectively, the “Underwriters”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. This letter is being delivered to you pursuant to Section 4(e) of the Underwriting Agreement.
Use of Opinion. This opinion is solely for your benefit in connection with the transaction covered by the first paragraph of this opinion letter and, except as provided below, may not be relied upon, used, quoted or referred to by, nor may copies hereof be delivered to, any other person, or for any other purpose without our prior written approval. Copies of this opinion letter may be furnished to, but not relied upon by, (a) prospective permitted assigns under the Loan Documents and their advisors, (b) your legal counsel in connection with their providing advice regarding the Loan Documents, (c) your auditors and bank examiners in connection with their audit and examination functions, and (d) any person or entity to whom disclosure is required to be made by law or court order. At your request, we hereby consent to reliance hereon by your successors and permitted assigns pursuant to the Loan Documents, on the condition and understanding that (i) this opinion letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or other developments of which we may later become aware, and (iii) any such reliance by your successor or permitted assign must be actual and reasonable under the circumstances existing at the time of the assignment, including any changes in law, fact or any other development known to or reasonably knowable by such successor or permitted assign at such time. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof.
Use of Opinion. This opinion is solely for your benefit (and the benefit of any Assignee which becomes a Bank pursuant to Section 9.06(c) of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof.
Use of Opinion. This opinion is solely for your benefit and may not be relied upon or used by any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, EXHIBIT F [Form of Landlord Waiver Agreement] REQUESTED BY AND WHEN RECORDED MAIL TO: THE CIT GROUP/BUSINESS CREDIT, INC. 000 XXXXX XXXXX XXXXXX XXXXX XXXXX XXX XXXXXXX, XXXXXXXXXX 00000 Attn: Regional Credit Manager ------------------------------------------------------ LANDLORD WAIVER AGREEMENT
