Covered Laws means the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware (including in each case the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Covered Documents; provided, however, that, for purposes of paragraph (5) above, such term does not include Federal securities laws and, for purposes of paragraphs (4) and (5) above, such term does not include state securities laws, insurance laws of any jurisdiction, antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, as amended, antitrust laws or any law that is applicable to the Company, the Covered Documents or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets. We have relied as to certain matters upon information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This letter is furnished by us, as counsel to the Company, to you, as Representatives of the several Underwriters, solely for the benefit of the Underwriters in their capacity as such, and may not be relied on by any other person. This letter may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities. Very truly yours, Annex A
Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in such counsel’s experience normally are applicable to general business corporations and transactions such as those contemplated by the Indenture, the Securities and this Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Indenture, the Securities, this Agreement or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets. Such counsel shall also furnish you its letter, dated the Closing Date to the effect that as counsel to the Company, it reviewed the Registration Statement, the Basic Prospectus, the Prospectus and the documents listed in Schedule A to its opinion (those listed documents, taken together with the Basic Prospectus, being referred to herein as the “Pricing Disclosure Package”) and participated in discussions with your representatives and those of the Company and its independent registered public accounting firm. Such counsel’s letter shall also state that between the date of the Prospectus and the time of delivery of its letter, it participated in further discussions with your representatives and those of the Company and its independent registered public accounting firm concerning certain matters relating to the Company and reviewed certificates of certain officers of the Company, an opinion addressed to you from internal counsel of the Company and letters addressed to you from the Company’s independent registered public accounting firm. Such counsel’s letter shall state that on the basis of the information that it gained in the course of the performance of the services referred to above, considered in the light of its understanding of the applicable law (including the requirements of Form S-3 and the character of the prospectus contemplated thereby) and the experience it has gained through its practice under the Securities Act, it confirms to you that, in its opinion, the Registration Statement, as of the date of the Prospectus, and the Basic Prospectus, as supplemented by the Prospectus, as of the date of the Prospectus, appeared on their face to be appropriately resp...
Covered Laws means the federal laws of the United States and the laws of the States of New Jersey and New York (including the published rules or regulations thereunder) that, in such counsel’s experience, normally are applicable to transactions such as those contemplated by this Agreement or any order or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over the Company or any of its properties; provided, however that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, or the Employee Retirement Income Security Act of 1974.
Examples of Covered Laws in a sentence
Furthermore, in rendering opinions as to the Covered Laws, we have only considered the applicability of statutes, rules, regulations and judicial decisions that a lawyer practicing in such jurisdiction (the “Opining Jurisdictions”) exercising customary professional diligence would reasonably recognize as being directly applicable to the Company or the transactions contemplated by the Transaction Documents.
In rendering opinions as to the Covered Laws, I have only considered the applicability of statutes, rules, regulations and judicial decisions that a lawyer practicing in such jurisdiction (the “ Opining Jurisdictions”) exercising customary professional diligence would reasonably recognize as being directly applicable to the Company or the transactions contemplated by the Transaction Documents.
The Covered Portions of the Registration Statement, the Time of Sale Prospectus and the Prospectus, in each case together with the Incorporated Documents, as applicable insofar as such Covered Portions purport to constitute summaries of applicable provisions of the Covered Laws, constitute accurate summaries of those laws in all material respects.
Except as may be required in order to perfect the Liens contemplated by the Collateral Documents, under the Covered Laws, no consent, approval, license or exemption by, or order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained by the Loan Parties in connection with the execution and delivery of the Credit Documents to which each such Person is party or the performance by each such Person of its obligations thereunder.
This opinion is limited to the laws of the State of New York and the federal laws of the United States of America that, in each case, in our experience, are normally applicable to credit transactions of the type contemplated by the Credit Agreement (collectively, the "Covered Laws").
More Definitions of Covered Laws
Covered Laws means those New York State or United States Federal laws, rules and regulations, as applicable, which (a) in our experience, without having made any special investigation as to the applicability of any specific law, rule or regulation, are normally applicable to transactions of the type contemplated by the Transaction Document and the Supplemental Document and (b) are not the subject of and expressly referred to in a specific opinion herein. Without limiting the generality of the foregoing, the term “Covered Laws” shall not include (i) federal or state securities laws or blue sky laws (including, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended), fraudulent conveyance laws, fraudulent transfer laws or voidable transaction laws, antifraud laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or commodities laws (including, the Commodity Exchange Act), (ii) environmental, land use, tax, pension or employee benefit laws, statutes, resolutions or ordinances, (iii) privacy, antitrust, national security, antiterrorism, anti-money laundering, criminal and civil forfeiture, foreign corrupt practices, foreign asset, trade or sanctions laws, or any related enabling legislation, executive order, rule or regulation, (iv) county, city, or other municipal laws or laws of any local governmental agencies or, in each case, any rules or regulations thereunder, or (v) any state and local laws applicable to public benefit corporations, public authorities or quasi-government entities or their subsidiaries, including but not limited to the New York Public Authorities Law and the New York Urban Development Corporation Act 174/68. In our examination referred to above, we have assumed, without independent investigation, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to or obtained by us as originals, the conformity to original documents of all documents submitted to or obtained by us as certified or photostatic copies or by means of electronic transmission, and the authenticity of the originals of such copies. In rendering the opinions set forth herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, factual matters set forth in certificates of...
Covered Laws means the Federal laws of the United States, the laws of the State of New York and the Delaware Act (including in each case the rules or regulations promulgated thereunder or pursuant thereto) that in our experience normally are applicable to the Borrower and transactions such as those contemplated by the Financing Documents; provided, however, that the term “Covered Laws” does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, state laws relating to the payment of dividends or the redemption or repurchase of stock, the Employee Retirement Income Security Act of 1974 and related laws, and antitrust laws, or any law, rule or regulation that is applicable to the Borrower, the Financing Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of the Borrower or its affiliates or solely because the Lender is entering into the transactions contemplated thereby in connection with the Troubled Asset Relief Program established under the Emergency Economic Stabilization Act of 2008; provided, further, United States Department of the Treasury -4- that insofar as performance by the Opinion Parties of their respective obligations under the Transaction Documents is concerned, we express no opinion as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.
Covered Laws means the items described in clauses (A), (B) or (C) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated by the Transaction Documents. The term Covered Laws specifically excludes (a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof, (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, labor, insurance, intellectual property, antitrust issues and Federal Reserve Board margin regulation issues, and (c) laws, rules and regulations relating to the regulation of the conduct of the businesses of any Selling Shareholder.
Covered Laws means the Federal laws of the United States and the laws of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that in our experience normally are applicable to the Selling Stockholder and transactions such as those contemplated by the Underwriting Agreement, provided that the term "Covered Laws" does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employment Retirement Income Security Act of 1974 and related laws, antitrust laws or any law, rule or regulation that is applicable to the Selling Stockholder, the Underwriting Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of the Selling Stockholder or its affiliates. In connection with our opinion in paragraph (2), (i) our consideration of any of the agreements referred to in such paragraph that are not governed by New York law has been limited to a review of such agreements, and we have analyzed such agreements as though New York law were the law governing such agreements, and (ii) we express no opinion, however, as to whether the execution, delivery or performance by the Selling Stockholder of the Underwriting Agreement will constitute a breach of, or default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Selling Stockholder or any of its subsidiaries. We have relied as to certain matters upon information obtained from public officials, officers of the Selling Stockholder and American International Group, Inc., and other sources believed by us to be responsible, and we have assumed that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. Very truly yours, EXHIBIT D FORM OF ACCOUNTANTS' COMFORT LETTER March 9, 2010 Transatlantic Holdings, Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and Xxxxxxx, Xxxxx & Co., Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As representatives of the several underwriters Ladies and Gentlemen: We have audited:
Covered Laws has the meaning set forth in Section 3.7.
Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in such counsel’s experience
Covered Laws means the Delaware Limited Liability Company Act, and the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in the experience of such counsel normally are applicable to general business corporations and transactions such as those contemplated by the BNAF Opinion Documents and Barrick Opinion Documents; provided, however, that such term does not include United States Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust