Description of Certain Indebtedness. Notice to Investors"and "Plan of Distribution", in each case, insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information required with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein in all material respects. Such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent certified public accountants of the Company and the Initial Purchasers and its representatives at which the contents of the Offering Memorandum and related matters were discussed and, although such counsel is not passing upon and assumes no responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (except as indicated above), on the basis of the foregoing, no facts have come to such counsel's attention which led such counsel to believe that the Offering Memorandum, as of its date or the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as to financial statements and schedules and other financial data, included therein, as to which such counsel need express no opinion). Exhibit B Form of Opinion of Dhrux Xxxxxx, Xxneral Counsel of the Company
Description of Certain Indebtedness and "Plan of Distribution," insofar as they describe the laws and documents referred therein, are accurate in all material respects;
Description of Certain Indebtedness and "Registration Rights" in the Final Offering Memorandum, insofar as they purport to constitute a summary of documents referred to therein (and assuming that the documents referred to therein are governed by the law of New York or Delaware) fairly present such documents in all material respects;
Examples of Description of Certain Indebtedness in a sentence
See "Description of Certain Indebtedness and Other Obligations - FF&E Financing." Represents the gross proceeds of the Offering, which, net of expenses of approximately $8 million, were contributed, together with approximately $8 million in cash received pursuant to the London Clubs Contribution, by Holdings to the Company in exchange for Series A Preferred Interests.
We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the use of our name under the captions "Summary," "Risk Factors," "Description of Certain Indebtedness," "Material United States Federal Income Tax Consequences," "Underwriting" and "Legal Matters" in the Registration Statement.
See "Description of Certain Indebtedness," and "Certain Contemplated Transactions." Control by Principal Stockholders As of December 31, 1995, approximately 51.7% of the Company's outstanding Common Stock (not including shares issuable pursuant to existing option programs) was owned by GKH.
See *Description of Certain Indebtedness." However, the consummation of such transactions are not a condition to the consummation of this offering and there can be no assurance that any or all of such transactions will be consummated.
See "Description of Certain Indebtedness." Control by Principal Stockholders Prior to the consummation of this offering, approximately 79% of the Company's outstanding Common Stock (not including shares issuable pursuant to existing option programs) was owned by GKH.
More Definitions of Description of Certain Indebtedness
Description of Certain Indebtedness. Shares Eligible for Future Sale;" and "Certain United States Federal Income Tax Consequences to Non-U.S. Holders;" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize to matters referred to therein;
Description of Certain Indebtedness. Principal Stockholders", "Certain Transactions", "Description of Notes" and "Underwriting" in the Prospectus and Items 14 and 15 of Part II of the Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings;
Description of Certain Indebtedness and "Underwriters" (but only as to the description of this Agreement) and (B) the Registration Statement in Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, accurately summarize the matters referred to therein;
Description of Certain Indebtedness. Description of Notes;" "Certain United States Federal Income Tax Consequences;" "Notice to Investors;" and "Plan of Distribution" insofar as such statements constitute a summary of the legal matters, documents or proceedings referenced therein, fairly and accurately present in all material respects the information set forth therein with respect to such legal matters, documents and proceedings.
Description of Certain Indebtedness. The Credit Facility," "Description of Capital Stock" and "Underwriters" and (B) in the Registration Statement in Item 14, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information required to be described with respect to such legal matters, documents and proceedings and fairly summarize such legal matters and documents required to be described;
Description of Certain Indebtedness. Description of Capital Stock," "Shares Eligible for Future Sale" and "Certain United States Federal Tax Consequences to Non-United States Holders of Common Stock" are correct in all material respects. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, representatives of the independent certified public accountants of the Company, representatives of the U.S. Underwriters and the Managers and Underwriters' Counsel at which the contents of the Registration Statement, the Prospectuses and any amendments thereof or supplements thereto and related matters were discussed and, although such counsel has not undertaken to investigate or verify independently and are not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectuses or any amendments thereof or supplements thereto, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of representatives of the Company) no facts have come to such counsel's attention which lead such counsel to believe that the Registration Statement, on the effective date thereof (or any post-effective amendment thereof as of the date of such amendment), contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectuses, on the date thereof or the date of such opinion, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included therein). In rendering such opinion, such counsel may limit its opinions to the laws of the State of New York, the corporate laws of the State of Delaware and the federal laws of the United States of America, and may rely, as to matters of fact, to the extent such counsel may deem proper, on certificates of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of d...
Description of Certain Indebtedness and "Description of Notes" fairly summarize the matters therein described and, to the best of such counsel's knowledge, the statements in the Final Memorandum under the headings "Risk Factors--Environmental Matters," "Management's Discussion and Analysis of Financial Condition and Results of Operations--Environmental Matters," "Management's Discussion and Analysis of Financial Condition and Results of Operations--Litigation," "Business--Labor," "Business--Legal Proceedings and Regulatory Matters" fairly summarize the matters therein described;