Xxxxxxx Opinion Sample Clauses

Xxxxxxx Opinion. The Representatives shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the Maryland State Department of Assessments and Taxation (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “BioMed Realty Trust, Inc.,” and to enter into and perform its obligations under this Agreement. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the state of Maryland and is in good standing with the SDAT. All of the issued and outstanding shares of capital stock of BioMed Holdings have been duly authorized and validly issued and are fully paid and non-assessable. With your consent, based solely upon a certificate of an officer of the Company as to factual matters dated the Closing Date and a review of the charter and bylaws, all of the outstanding capital stock of BioMed Holdings is owned of record by the Company. (4) The Company has an authorized capitalization as set forth in the Prospectus under the caption “Capitalization,” and the issued and outstanding shares of the Company (other than the Offered Securities) (the “Company Outstanding Shares”) have been duly authorized and validly issued and are fully paid and non-assessable. The terms of the Company Outstanding Shares conform, in all material respects, to the statements and descriptions related thereto contained in the Prospectus under the captions “Description of Common Stock” and “Description of Preferred Stock.” The issuance of the Company Outstanding Shares by the Company was not subject to preemptive or other similar rights arising under the Maryland General Corporation Law (the “MGCL”), the Company’s articles of incorporation, including...
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Xxxxxxx Opinion. The Representatives shall have received an opinion, dated as of such Closing Date, of Venable, Maryland counsel of the Company, addressed to the Underwriters and in form and substance satisfactory to the Representatives, in the form set forth in Exhibit B hereto.
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Xxxxxxx Opinion. The Company is duly qualified and in good standing as a foreign corporation in every jurisdiction in which the operation of its business or its ownership or leasing of property makes such qualification necessary, except for those failures to be so qualified or in good standing that will not in the aggregate have a material adverse effect upon the Company and its subsidiaries taken as a whole.
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Xxxxxxx Opinion. Monaco shall have received a legal opinion from Santoro, Driggs, Walch, Kearney, Xxxxxxx & Xxxxxxxx, legal counsel to the Company, substantially in the form of Exhibit H hereto.
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Xxxxxxx Opinion. A legal opinion letter will be delivered by Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to Sellers, containing the opinions set forth in Exhibit 15 hereto; and
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Xxxxxxx Opinion. The Representative shall have received an opinion, dated such Closing Date, of Venable, special Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption "Business and Properties," and to enter into and perform its obligations under the Underwriting Agreement and the Formation Transaction Agreements. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption "Business and Properties," and to enter into and perform its obligations under the Underwriting Agreement and the Formation Transaction Agreements to which it is a party.
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Xxxxxxx Opinion. 14 Holdings.............................................1
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Xxxxxxx Opinion. The Representatives shall have received an opinion, dated as of the Closing Date, of Venable, Maryland counsel of the Company, to the effect that: (1) The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland (the “SDAT”). The Company has the corporate power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “Our Company,” and to enter into and perform its obligations under this Agreement and the other Transaction Agreements. (2) The Operating Partnership is a limited partnership duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. The Operating Partnership has the limited partnership power to own its properties and to conduct its business in all material respects as described in the Prospectus under the caption “Our Company,” and to enter into and perform its obligations under this Agreement and the other Transaction Agreements. (3) BioMed Realty Holdings, Inc. (“BioMed Holdings”) is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT. (4) The Operating Partnership has the limited partnership power to authorize, issue, and sell the Offered Securities and the Company has the corporate power to make the Guarantees as contemplated by this Agreement and the Transaction Agreements. The issuance of the Offered Securities has been duly authorized by the Company in its capacity as sole general partner of the Operating Partnership and the Operating Partnership. The issuance of the Offered Securities by the Operating Partnership is not subject to preemptive or other similar rights arising under the Maryland Revised Uniform Limited Partnership Act (the “MRULPA”) or the Operating Partnership Agreement. (5) The execution and delivery of this Agreement and the other Transaction Agreements by each of the Transaction Entities that is a party hereto or thereto and the performance by each of the Transaction Entities of the transactions contemplated hereby and thereby, including the sale and issuance of the Offered Securities by the Operating Partnership and the issuance of the Guarantees by the Company do not conflict with or result in a breach or violation of, or constitute a default under, (a) any Ma...
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Related to Xxxxxxx Opinion

  • Xxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.

  • Sxxxxxxx-Xxxxx Certification Each Form 10-K with respect to the Trust shall include a Sxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.

  • Xxxxxxxx Tobacco Co [Xxxxx Progeny] Circuit Court, Levy County, (Bronson, FL) $8 million in compensatory damages; 90% of fault assigned to RJR Tobacco, which reduced the award to $7.2 million; $72 million in punitive damages. See “— Xxxxx and Xxxxx Progeny Cases” below.

  • Xxxxxxxxx, Esq If to the Trustee: The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 92 All notices and communications to the Trustee or any Agent shall be deemed to have been duly given upon actual receipt thereof by such party. All other notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or other electronic transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder of a Global Note will be delivered to the Depositary in accordance with its customary procedures. Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to give a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Except with respect to the Trustee and the Agents, if a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods, including any non-secure method, such as, but without limitation, by facsimile or electronic mail, to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. If the Issuer gives a notice or communication to Holders, it will give a copy to the Trustee and each Agent at the same time. The Trustee shall have the right to accept and act upon Instructions given pursuant to this Indenture and any related financing documents and delivered using Electronic Means as provided in Section 7.06.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Sxxxxxxx-Xxxxx Compliance As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.

  • Xxxxxxxx-Xxxxx Compliance As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.

  • Xxxxxxxxxx, X X. 00000.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • Xxxxxxxxx, X Xxxxxxx Chairman & CEO Barangay Bagumbayan Paracale, Camarines Norte Tel No. 0000-000-0000/000-0000 Email: xxxxxxxxx_xxxx@xxxxx.xxx November 4, 2008 November 3, 2033 Paracale, Camarines Norte Gold, Copper 173.9329

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