Waiver of Opinion Sample Clauses

Waiver of Opinion. Each Warehouse Facility Agent, each Warehouse Facility Lender, the Closed-End Servicer, the Titling Trust and the Closed-End Collateral Agent each hereby waives the requirement set forth in Section 10.1 of this Closed-End Servicing Agreement that an opinion of counsel with respect to certain U.S. federal tax matters be delivered solely in connection with the execution and delivery of this amendment and restatement of this Closed-End Servicing Agreement. Executed: WORLD OMNI FINANCIAL CORP., as Closed-End Servicer By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Assistant Treasurer WORLD OMNI LT, as Titling Trust By: VT INC., as Titling Trustee By: /s/ Xxxxxxxx X. Child Name: Xxxxxxxx X. Child Title: President AL HOLDING CORP., as Closed-End Collateral Agent By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President STATE OF ILLINOIS } } COUNTY OF XXXX } Reference is made to the Third Amended and Restated Pledge and Security Agreement (as amended, the “Security Agreement”), dated as of July 16, 2008, between the WORLD OMNI LT, a Delaware statutory trust, as Borrower (the “Borrower”), and AL HOLDING CORP., a Delaware corporation (“ALHC”), as collateral agent (the “Closed-End Collateral Agent”), as amended, supplemented or otherwise modified from time to time. Pursuant to the Security Agreement, the Closed-End Collateral Agent will hold a security interest in assets of the Borrower allocated to the Specified Interest designated as the “Closed-End Collateral Specified Interest” and certain related assets for the benefit of the Secured Parties specified therein. ALHC, having an office and place of business at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, appoints: 1. World Omni Financial Corp., a Florida corporation (“World Omni”), having an office and place of business at 000 Xxx Xxxxx Boulevard, Deerfield Beach, FL 33442 , its employees, contractors, attorneys and agents, to act as ALHC’s true and lawful attorneys-in-fact to Execute all Documents that may be required to (A) reflect the lien of ALHC on any Certificate of Title or (B) remove ALHC as lienholder from any Certificate of Title upon termination of ALHC’s lien on the related motor vehicle; and 2. World Omni and its attorneys to act as ALHC’s true and lawful attorneys-in-fact to (A) execute a power of attorney on behalf of ALHC in favor of any Dealer or Auction and any employee or agent thereof appointing any such person or entity as ALHC’s attorney-in-fact to Execute all Docume...
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Waiver of Opinion. The Old Manager (as defined in the Fund Agreement) and the Manager of the Fund hereby waive the requirement pursuant to 9.01(c) of the Fund Agreement for a written opinion of counsel in connection with the transfer of the Seller LLC Interest.
Sample 1

Related to Waiver of Opinion

  • FORM OF OPINION The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation.

  • Opinion and 10b-5 Statement 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 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx 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.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Section 368 Opinion The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • 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.

  • 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.

  • REIT Opinion Parent shall have received a written opinion of Gxxxxxxxx Txxxxxx, LLP (or other counsel to Company reasonably acceptable to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative 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.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

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