and Gentlemen. We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in the series identified as FT 1907 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, FTP Services LLC, as FTPS Unit Servicing Agent, and The Bank of New York Mellon as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture.
and Gentlemen. We are acting as special counsel with respect to New York tax matters for the unit investment trust or trusts included in FT 1172 (each, a "Trust"), which will be established under a certain Standard Terms and Conditions of Trust dated December 9, 2003, and a related Trust Agreement dated as of today (collectively, the "Indenture") among First Trust Portfolios, L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor and The Bank of New York as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of fractional undivided interest in the Trust (the "Units") will be issued in the aggregate number set forth in the Indenture. We have examined and are familiar with originals or certified copies, or copies otherwise identified to our satisfaction, of such documents as we have deemed necessary or appropriate for the purpose of this opinion. In giving this opinion, we have relied upon the two opinions, each dated today and addressed to the Trustee, of Chapman and Cutler LXX, xxxnsel xxx xxe Depositor, with respect to the matters of law set forth therein. For purposes of this opinion, it is assumed that the assets of the Trust (which we have not examined and express no opinion with respect to) will consist of (i) certain stock in domestic or foreign corporations (the "Stocks") and (ii) equity interests in real estate investment trusts (the "REIT Shares"). For federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), it is assumed that the Stocks constitute equity and each REIT Share constitutes a qualifying share in an entity treated as a real estate investment trust. The Stocks and REIT Shares held by the Trust shall be referred to as the "Securities" (including delivery statements relating to contracts for the purchase of certain Securities not yet delivered and cash, cash equivalents or an irrevocable letter or letters of credit, or a combination thereof, in the amount required to pay for such purchases upon the receipt of such Securities). We note that the Trust may hold other assets. We express no opinion as to the effect of holding such other assets on the conclusions reached herein. It is noted that no opinion is expressed herein with regard to the federal tax aspects of the Securities, the Trust, the Units or any interest, gains or losses in respect thereof. The Trustee did not participate in the selection of the Securities to be dep...
and Gentlemen. We are acting as counsel for The Bank of New York ("The Bank of New York") in connection with the execution and delivery of a Trust Agreement (the "Trust Agreement") dated today's date (which Trust Agreement incorporates by reference certain Standard Terms and Conditions of Trust dated December 9, 2003, and the same are collectively referred to herein as the "Indenture") among First Trust Portfolios, L.P., as Depositor (the "Depositor"), First Trust Advisors L.P., as Evaluator, First Trust Advisors L.P., as Portfolio Supervisor, and The Bank of New York, as Trustee (the "Trustee"), establishing the unit investment trust or trusts included in FT 1004 (each, a "Trust"), and the confirmation by The Bank of New York, as Trustee under the Indenture, that it has registered on the registration books of the Trust the ownership by the Depositor of a number of units constituting the entire interest in the Trust (such aggregate units being herein called "Units"), each of which represents an undivided interest in the respective Trust which consist of the securities listed in the Schedule to the Trust Agreement (including, confirmations of contracts for the purchase of certain securities not delivered and cash, cash equivalents or an irrevocable letter of credit or a combination thereof, in the amount required for such purchase upon the receipt of such securities), herein referred to as the "Securities". We have examined the Indenture, a specimen of the certificates to be issued thereunder (the "Certificates"), the Closing Memorandum dated today's date, and such other documents as we have deemed necessary in order to render this opinion. Based on the foregoing, we are of the opinion that:
Examples of and Gentlemen in a sentence
Ladies and Gentlemen: Having carefully examined all the specifications and requirements of this RFP and any attachments thereto, the undersigned proposes to furnish the products/services required pursuant to the above- referenced RFP upon the terms quoted below.
Washington, D.C. 20549 Ladies and Gentlemen: The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.
New York, New York 10017 Ladies and Gentlemen: We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of pricing supplement no.
Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Re: Royal Bank of Canada – Medium-Term Notes, Series E Ladies and Gentlemen: We have acted as special counsel in connection with the series of senior notes set forth on Annex A hereto (the “Senior Notes”).
N.W. Washington, D.C. 20549 Re: Power of Attorney Ladies and Gentlemen: The undersigned hereby authorizes each of William L.
More Definitions of and Gentlemen
and Gentlemen. We have acted as your special counsel in connection with (i) the issuance by Potomac Electric Power Company, a corporation organized and existing under the laws of the District of Columbia and a domestic corporation of the Commonwealth of Virginia (the “Issuer”), of $100,000,000 aggregate principal amount of its First Mortgage Bonds, 4.27% Series due June 15, 2048 (the “Bonds”) to be issued under and secured by the Mortgage and Deed of Trust, dated July 1, 1936 (the “Mortgage and Deed of Trust”), from the Issuer to The Bank of New York Mellon (as successor to The Xxxxx National Bank of Washington, D.C.), as trustee, as amended and supplemented through the date hereof, including pursuant to the Supplemental Indenture, dated as of June 1, 2018 (the “Supplemental Indenture”), and entitled to the benefits thereof, and (ii) the purchase by you pursuant to the Bond Purchase Agreement, dated as of June 8, 2018 (the “Bond Purchase Agreement”), by and among the Issuer and the Purchasers named therein of Bonds in the principal amounts set forth in Schedule A to the Bond Purchase Agreement. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Bond Purchase Agreement. This opinion letter is delivered to you pursuant to Section 4.4(c) of the Bond Purchase Agreement. In rendering the opinions set forth herein, we have examined: (i) the Bond Purchase Agreement; (ii) the Bonds; (iii) the Mortgage and Deed of Trust; (iv) the Supplemental Indenture (the items identified in clauses (i) through (iv) are collectively hereinafter referred to as the “Transaction Documents”); and such other agreements, instruments and documents, and such questions of law as we have deemed necessary or appropriate to enable us to render the opinions expressed below. Additionally, we have examined originals or copies, certified to our satisfaction, of such certificates of public officials and officers of the Issuer, and we have made such inquiries of officers of the Issuer as we have deemed relevant or necessary, as the basis for the opinions set forth herein. As to questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon the representations made in the Bond Purchase Exhibit 4.4(c) (to Bond Purchase Agreement)
and Gentlemen. We wish to enter into this Shareholder Servicing Agreement with you concerning the provision of support services to your clients and customers ("Customers") who may from time to time beneficially own shares of our common stock ("Shares"). The terms and conditions of this Servicing Agreement are as follows:
and Gentlemen. We have acted as special counsel to First Security Bank, National Association, a national banking association ("First Security"), in connection with the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through Trust Agreement"), as supplemented by the Series Supplements dated July 7, 1998 between Federal Express Corporation and First Security, not in its individual capacity, except as otherwise stated, but solely as Pass Through Trustee, designated as Series Supplement 1998-1-A, 1998-1-B and 1998-1-C, respectively (the "Series Supplements") and the Participation Agreement (Federal Express Corporation Trust No. N585FE), dated as of June 15, 1998, as amended and restated as of September 1, 1998 (the "Participation Agreement"), among Federal Express Corporation, as Lessee and Initial Owner Participant, Pyrgos, Inc., as Owner Participant, State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity, except as otherwise stated, but solely as Owner Trustee, and First Security, not in its individual capacity, except as otherwise stated, but solely as Indenture Trustee, Pass Through Trustee and Subordination Agent. Pursuant to the Participation Agreement, one McDonnell Douglas MD-11F aircraft bearing U.S. Registration No. N585FX (xxx "Xxxxxxxx") is being financed. This opinion is furnished pursuant to Section 4.01(m)(vi) of the Participation Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the Participation Agreement, except that references herein to any instrument shall mean such instrument as in effect on the date hereof. We have examined executed counterparts or copies otherwise identified to our satisfaction of the following documents:
and Gentlemen. We have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement. This opinion is furnished to you pursuant to subsection 4.1(g)(i) of the Credit Agreement. In connection with this opinion, we have examined:
and Gentlemen. We refer to the letter if intent, dated as of April 8, 1999 (the "Letter of Intent"), between ERHC Investment Group, Inc., a corporation organized under the laws of the State of Florida ("Investment Group Inc."), and Environmental Remediation Holding Corporation, a corporation organized under the laws of the State of Colorado (the "Company"), pursuant to which the Company agreed, among other things: (i) to issue to Investment Group Inc. or its assigns in one or more transactions validly issued, fully paid, and nonassessable shares (the "Shares") of common stock, par value $.0001 per share, of the Company (the "Common Stock") representing fifty-one percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transaction contemplated by the Letter of Intent; and (ii) to enter into a definitive securities purchase agreement (the "Securities Purchase Agreement") with respect to such issuances of Common Stock. This letter agreement (as amended, supplemented, or otherwise modified from time to time, this "Agreement), is intended to set forth the mutual understanding and agreement between ERHC Investment Group LLC, a limited liability company organized under the laws of the State of Delaware ("Investor"), the assignee of all of Investment Group Inc.'s rights under the Letter of Intent, and the Company regarding Investor's initial subscription for a portion of the Shares prior to the execution and delivery of the Securities Purchase Agreement by the parties thereto. In consideration of the respective agreements, covenants, representations, and warranties hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: Investor hereby irrevocably subscribes for the portion of the Shares (the "Initial Shares") representing 2.805 percent of the issued and outstanding capital stock of the Company on a fully-diluted basis after giving effect to all of the transactions contemplated by the Letter of Intent, and Investor shall pay therefor in lawful money of the United States of America contemporaneously herewith $165,000 in the aggregate (the "Purchase Price"). Upon payment in full of the Purchase Price, the Company shall issue to Investor the Initial shares, and shall deliver or cause to be delivered to Investor a certificate or certificates evidencing such Initia...
and Gentlemen. As the principal underwriter of the shares ("Shares") of each investment company portfolio ("Fund") listed in Exhibit A attached hereto, which may be amended from time to time, BISYS Fund Services Limited Partnership ("BISYS") hereby agrees with you as follows:
and Gentlemen. The undersigned understands that Developers Diversified Realty Corporation, an Ohio corporation ("DDRC"), and American Industrial Properties REIT, a Texas real estate investment trust ("AIP"), are entering into a Share Purchase Agreement to be dated on or about the date hereof (the "Purchase Agreement"), and, together with DDR Office Flex Corporation, a Delaware corporation, a Merger Agreement to be dated on or about the date hereof (the "Merger Agreement" and, together with the Purchase Agreement, the "Agreements"), providing for, among other things, the purchase of common shares, $.10 par value per share, of AIP by DDRC (the "Share Purchase"). Under the rules of the New York Stock Exchange, consummation of the Share Purchase will require the approval of the shareholders of AIP. The undersigned is a shareholder of AIP (the "Shareholder") and is entering into this letter agreement at your request, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to induce you to enter into the Agreements and to consummate the transactions contemplated thereby. The Shareholder confirms its agreement with you as follows: