Enforceability Opinion definition

Enforceability Opinion means an executed original of a written legal opinion from counsel for Seller (such counsel to be reasonably acceptable to Buyer), concerning this Agreement and the Ancillary Documents (including enforceability and due authorization thereof) and related matters, in form and substance satisfactory to Buyer and its counsel, dated as of the Effective Date and addressed to Buyer.
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Enforceability Opinion. The favorable legal opinion of counsel to the Borrower and the Guarantor reasonably acceptable to the Majority Banks qualified to practice in the State in which such Real Estate is located, addressed to the Banks and in form and substance satisfactory to the Majority Banks as to the enforceability of such Security Documents (including the opinion that the Special Security Documents and the agreement herein for the future recording thereof are enforceable between the parties thereto, with appropriate qualifications acceptable to the Majority Banks as to the enforceability against third parties prior to recordation thereof) and such other matters as the Majority Banks shall reasonably request.
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Enforceability Opinion means a written opinion for the benefit of Tenant, in reasonable and customary form, which provides that (i) each Guarantor and the Reimbursement Obligor is duly organized, (ii) each Guarantor duly authorized the execution and delivery of the Guaranty, (iii) the Reimbursement
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Examples of Enforceability Opinion in a sentence

  • Opinion of Xxxxxxxx’s Counsel on Origination of Mortgage Loan [with Enforceability Opinion] (6401).

  • Opinion of Xxxxxxxx’s Counsel on Origination of Delaware Statutory Trust Mortgage Loan With Enforceability Opinion (6401.DST) 7.

  • Opinion of Xxxxxxxx’s Counsel on origination of Manufactured Housing Community Mortgage Loan [with Enforceability Opinion] (6401.MHC).

  • Upon Conversion:Amendment to Mortgage Loan and Security Agreement (Conversion to Fixed Rate) (6453); andOpinion(s) of Borrower’s Counsel on Origination of Mortgage Loan with Enforceability Opinion (6401).

  • Review the Contract and confirm it is covered by the Enforceability Opinion.

  • The concept that the Enforceability Opinion includes “each and every provision” in the loan documents means that the opinion could be construed to include the enforceability of the choice-of-law provision.

  • The 2012 Report states that a choice-of-law opinion should not be so construed, but it could be implied in the Enforceability Opinion.

  • State or Tribal siting requirements typically restrict the number of units at a given site to ensure sufficient flushing to distribute wastes and prevent degradation of the bottom sediments near the net pens.

  • The precise scope and purpose of the Enforceability Opinion is not to assure the recipient that it will receive each and every benefit of the bargain; instead, it is to assure the opinion recipient that a contract has been formed, the documents opined on are sufficient to meet their fundamental purpose,49 and that certain defined remedies are available following a material default.

  • Based on such an assumption and looking only at the provisions as they appear in the deed of trust, the lawyer should determine whether he or she could issue a normal and customary Enforceability Opinion under Colorado law with respect to the deed of trust subject only to the generic qualification and assurance and other customary exceptions, exclusions and qualifications.

Related to Enforceability Opinion

  • Enforceability Exception has the meaning set forth in Section 3.05.

  • Enforceability Limitations means limitations on enforcement and other remedies by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting creditors’ rights generally or general principles of equity.

  • Enforceability Exceptions has the meaning set forth in Section 3.2.

  • General Enforceability Exceptions has the meaning set forth in Section 4.1.

  • 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.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Validity means being:

  • No Recognition Opinion means an opinion of a nationally recognized independent tax counsel experienced in such matters, which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the holders of the Capital Securities and Common Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of the Notes.

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Unqualified Opinion means an opinion on financial statements from an independent certified public accounting firm acceptable to the Required Purchasers in their reasonable discretion which opinion shall not include any qualifications or any going concern limitations other than customary qualifications related to negative profits and debt maturities within one year of applicable maturity date.

  • Privileged Information Exception With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate (which shall include a certification that it is based on the advice of counsel) delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the Trustee and the Asset Representations Reviewer) required by law, rule, regulation, order, judgment or decree to disclose such information.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Insolvency Opinion means that certain non-consolidation opinion letter dated the date hereof delivered by Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP in connection with the Loan.

  • Impermissible Qualification means, relative to the opinion or certification of any independent public accountant as to any financial statement of the Borrower, any qualification or exception to such opinion or certification:

  • Bankruptcy Exception means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

  • NRSRO Certification A certification executed by a NRSRO in favor of the Issuer and the Information Agent that states that such NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Non-federally enforceable requirement means the following as they apply to emission units in a source requiring an air quality operating permit: