Legal Opinions has the meaning given to that term in subsection 6.1(k)(ii) hereto;
Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.
Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.
Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.
Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.
UCC Financing Statements means collectively the Lender Financing Statements and the Lessor Financing Statements.
UCC Financing Statement A financing statement filed, or to be filed, pursuant to the UCC.
Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.
Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.
Financing Statements The meaning specified in Section 9-102(a)(39) of the UCC.
LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;
Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.
Opinion of Bond Counsel means a written opinion of Bond Counsel.
Borrower’s Counsel means Xxxxxx Xxxx Philips & Xxxxxxxx XXX, Xxxxxxx, Xxxxxxx or such other firm of legal counsel as the Borrowers may from time to time designate;
Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).
Agent’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP;
Financing Statement means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.
Mortgage Supporting Documents means, with respect to a Mortgage for a parcel of Real Property, each the following:
Seller’s Counsel has the meaning set forth in Section 10.13(a).
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.
Investment Representation Letter As defined in Section 5.02(b).
Certified counselor means an individual who is certified by a training program or certifying organization, approved by the director, that authenticates the competence of individuals who provide education and assistance to other individuals in connection with debt counseling and financial counseling functions.
Opinion means a written, nonbinding, and advisory statement issued by the commission concerning an interpretation of the meaning of the codes or the application of the codes in a specific circumstance issued in response to a specific request by a party to the issue.
Title insurance agent means an agent licensed in the Commonwealth to sell, solicit, or negotiate