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 1677 (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 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 XXX, xounsex xxx the Depositor, with respect to the factual assumptions and the matters of law set forth therein. We have assumed that the assets of the Trust will consist exclusively of debt securities, equity securities in entities classified as corporations for federal income tax purposes, or a combination thereof. Based upon the foregoing, we are of the opinion that the Trust will not constitute an association taxable as a corporation under the relevant tax laws of the State and City of New York, and accordingly will not be subject to the New York State franchise tax (New York State Consolidated Laws Chapter 60, Article 9-A) or the New York City general corporation tax (New York Administrative Code Title 11, Chapter 6, Subchapter 2). We consent to the filing of this opinion as an exhibit to the Registration Statement (No. 333-149431) filed with the Securities and Exchange Commission with respect to the registration of the sale of the Units and to the references to our name in such Registration Statement and the preliminary prospectus included therein. Very truly yours, CARTER LEDYARD & MXXXXXX XXX
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 1124 (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 Fund/SERV Eligible Unit Servicing Agent 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 Xxxxxxx and Xxxxxx LLP, counsel for the 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 certain stock in domestic or foreign corporations (the "Stocks") which qualify as equity for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). The Stocks 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 deposited in the Trust. The duties of the Trustee, which are ministerial in nature, will consist primarily of crediting the appropriate accounts with amounts received by th...
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, FTP Services LLC, as Fund/SERV Eligible Unit Servicing Agent and The Bank of New York, as Trustee (the "Trustee"), establishing the unit investment trust or trusts included in FT 1110 (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: [___________________] (the “Servicer”) is servicing certain mortgage loans and REO properties for Seller pursuant to that certain Servicing Agreement between the Servicer and Seller dated as of [________________] (the “Servicing Agreement”).
Out-of-Pocket Expenses: If any, Billed At Cost EXHIBIT A [Letterhead of Company] [Insert date] Wilmington Trust, National Association 200 Xxxxxx Xxxxxx, 0xx Xxxxx, Harrisburg, PA 17101 Attn: Axx Xxxx axxxx@xxxxxxxxxxxxxxx.xxx Re: Trust Account No. Termination Letter Ladies and Gentlemen: Pursuant to Section 1(i) of the Investment Management Trust Agreement between Future Vision II Acquisition Corp.
Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of August 2, 2024 (the “Securities Purchase Agreement”), by and among Guerrilla RF, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached thereto (individually, a “Buyer” and collectively, the “Buyers” and, together with the successors and any assigns of the Warrants or the Preferred Shares (as defined below), the “Holders”).
Very truly yours, Company By: Name: Title: cc: EXHIBIT C [Letterhead of Company] [Insert date] Wilmington Trust, National Association 200 Xxxxxx Xxxxxx, 0xx Xx Harrisburg, PA 17101 Attn: Axx Xxxx axxxx@xxxxxxxxxxxxxxx.xxx Re: Trust Account No. Tax Payment Withdrawal Instruction Ladies and Gentlemen: Pursuant to Section 1(j) of the Investment Management Trust Agreement between Future Vision II Acquisition Corp.
Xxxxxxxxx Avenue Bryn Mawr, Pennsylvania 19010 From: [DEALER NAME] [DEALER NOTICE INFORMATION] Date: [__] Ladies and Gentlemen: The purpose of this letter agreement is to set forth certain terms and conditions of the Transaction entered into between [DEALER NAME] (“Dealer”) and Essential Utilities, Inc.
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 have acted as counsel to TXU Gas Company, a Texas corporation (the "Company"), in connection with the transactions contemplated by the Underwriting Agreement dated , 1999 among the Company, [Name of Trust] (the ------------- "Trust") and you (the "Underwriting Agreement"), including, among others, (i) the issuance by the Trust, a statutory business trust organized under the Delaware Business Trust Act (the "Delaware Act") of Preferred Trust Securities (the "Preferred Trust Securities") having an aggregate liquidation amount of $ ,000,000, (ii) the issuance by the Company of $ principal ------ ------------- amount of its Junior Subordinated Debentures, Series (the "Debentures") ----- and (iii) the guarantee by the Company of the Preferred Trust Securities pursuant to a Guarantee Agreement, dated the date hereof, between the Company and The Bank of New York, as trustee (the "Guarantee"). Terms not otherwise defined herein are used with the meanings ascribed to them in the Underwriting Agreement. In so acting we have participated in or reviewed the corporate proceedings in connection with the authorization, execution and delivery of the Underwriting Agreement, the Trust Agreement, the Indenture, the Debentures and the Guarantee. We have also examined such other documents and satisfied ourselves as to such other matters as we have deemed necessary as a basis for the conclusions of law contained in the opinions expressed below. We have relied as to various questions of fact upon the representations and warranties of the Company contained in the Underwriting Agreement and, where we deemed appropriate, on certificates of public officials. We have relied upon a certificate of the Indenture Trustee as to the authentication of the Debentures. In our examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as photostatic or certified copies. Upon the basis of our familiarity with these transactions and with the affairs and properties of the Company generally, we are of the opinion that:
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 Participation Agreement (Federal Express Corporation Trust No. N581FE), dated as of May 1, 1997 (the "Participation Agreement"), among Federal Express Corporation, as Lessee, AmSouth Leasing, Ltd. and BTM Funding Corporation, as Owner Participants, Wilmington Trust Company, 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 XxXxxxxxx Xxxxxxx MD-11F aircraft bearing U.S. Registration No. N581FE (the "Aircraft") is being financed. This opinion is furnished pursuant to Section 4.01(k)(iv) 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 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 the date hereof 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 (the "Participation Agreement"), among Federal Express Corporation, as Lessee and Initial 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 XxXxxxxxx Xxxxxxx MD-11F aircraft bearing U.S. Registration No. N585FE (the "Aircraft") is being financed. This opinion is furnished pursuant to Section 4.01(j)(v) 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 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. N679FE), dated as of June 15, 1998, as amended and restated as of October 1, 1998 (the "Participation Agreement"), among Federal Express Corporation, as Lessee and Initial Owner Participant, AmSouth Leasing, Ltd. and National City Leasing Corporation, as Owner Participants, 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 Airbus A300F4-605R aircraft bearing U.S. Registration No. N679FE (the "Aircraft") is being financed. This opinion is furnished pursuant to Section 4.01(d)(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: